Exhibit 10.24


 


AMENDED AND RESTATED EQUITY INCENTIVE PLAN


 


TILT HOLDINGS INC.

AMENDED AND RESTATED 2018 STOCK AND INCENTIVE PLAN


 


	Section 1.	Purpose




 


The purpose of the Plan is
to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants,
advisors and Non-Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth
maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash-based arrangements
and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s
stockholders.


 


	Section 2.	Definitions




 


As used in the Plan, the following
terms shall have the meanings set forth below:


 


		(a)	“Affiliate” shall mean any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company within the meaning of the British Columbia Business Corporations Act.



 


		(b)	“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted under the Plan.



 


		(c)	“Award Agreement” shall mean any written agreement, contract or other instrument or
document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements
of Section 10(b).



 


		(d)	“Board” shall mean the Board of Directors of the Company.



 


		(e)	“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time,
and any regulations promulgated thereunder.



 


		(f)	“Committee” shall mean the Compensation Committee of the Board or such other committee
designated by the Board to administer the Plan. The Committee shall be comprised of not less than such number of Directors as shall be
required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee
director” within the meaning of Rule 16b-3.



 


		(g)	“Company” shall mean TILT Holdings Inc., a British Columbia corporation, and any successor
corporation.



 



    


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		(h)	“Consultant” means, in relation to the Company, an individual or a Consultant Company,
other than an Employee, Director or Officer of the Company, that:


 


		(i)	is engaged to provide on a continuous bona tide basis, consulting, technical, management or other
services to the Company or to an Affiliate of the Company, other than services provided in relation to a distribution;



 


		(ii)	provides the services under a written contract between the Company or the Affiliate and the individual
or the Consultant Company;



 


		(iii)	in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention
on the affairs and business of the Company or an Affiliate of the Company; and



 


		(iv)	has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable
about the business and affairs of the Company.



 


		(i)	“Consultant Company” means for an individual Consultant, a company or partnership of
which the individual is an employee, shareholder or partner.



 


		(j)	“CSE” means the Canadian Securities Exchange.



 


		(k)	“Director” shall mean a member of the Board.



 


		(l)	“Dividend Equivalent” shall mean any right granted under Section 6(e) of
the Plan.



 


		(m)	“Effective Date” shall mean the date the Plan is adopted by the Board, as set forth
in Section 12.



 


		(n)	“Eligible Person” shall mean any employee, officer, Non-Employee Director, or Consultant
providing services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or
any Affiliate is extended.



 


		(o)	“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.



 


		(p)	“Fair Market Value” with respect to one Share as of any date shall mean (a) if
the Shares are listed on the CSE or any established stock exchange, the price of one Share at the close of the regular trading session
of such market or exchange on the last trading day prior to such date, if no sale of Shares shall have occurred on such date, on the next
preceding date on which there was a sale of Shares. Notwithstanding the foregoing, in the event that the Shares are listed on the CSE,
for the purposes of establishing the exercise price of any Options, the Fair Market Value shall not be lower than the greater of the closing
of the market price of the Shares on the CSE on (a) the prior trading day, and (b) the date of grant of the Options; (b) if
the Shares are not so listed on the CSE or any established stock exchange, the average of the closing “bid” and “ask”
prices quoted by the OTC Bulletin Board, the National Quotation Bureau, or any comparable reporting service on such date or, if there
are no quoted “bid” and “ask” prices on such date, on the next preceding date for which there are such quotes
for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value of one Share, as determined by the
Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto.



 



    


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For any Participant that is subject to
the tax laws of the United States of America, “Fair Market Value” shall be determined in a manner consistent with Section 409A.


 


		(q)	“Incentive Stock Option” shall mean an option granted under Section 6(a) of
the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.



 


		(r)	“Non-Employee Director” shall mean a Director who is not also an employee of the Company
or any Affiliate.



 


		(s)	“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of
the Plan that is not intended to be an Incentive Stock Option.



 


		(t)	“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase
Shares.



 


		(u)	“Other Stock-Based Award” shall mean any right granted under Section 6(f) of
the Plan.



 


		(v)	“Participant” shall mean an Eligible Person designated to be granted an Award under
the Plan.



 


		(w)	“Performance Award” shall mean any right granted under Section 6(d) of the
Plan.



 


		(x)	“Person” shall mean any individual or entity, including a corporation, partnership,
limited liability company, association, joint venture or trust.



 


		(y)	“Plan” shall mean the Company’s 2018 Stock and Incentive Plan, as amended on
June 24, 2020, and amended from time to time.



 


		(z)	“Restricted Stock” shall mean any Share granted under Section 6(c) of the
Plan.



 


		(aa)	“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of
the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date, provided
that in the case of Participants who are liable to taxation under the Tax Act in respect of amounts payable under this Plan, that
such date shall not be later than December 31 of the third calendar year following the year services were performed in respect of
the corresponding Restricted Stock Unit awarded.



 


		(bb)	“Section 409A” shall mean Section 409A of the Code, or any successor provision,
and applicable Treasury Regulations and other applicable guidance thereunder.



 


		(cc)	“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.



 






    


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		(dd)	“Share” or “Shares” shall mean shares of common stock in the capital
of the Company (or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of
the Plan).



 


		(ee)	“Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of
the Code or applicable proposed or final regulations under Section 409A, determined in accordance with procedures established by
the Company and applied uniformly with respect to all plans maintained by the Company that are subject to Section 409A.



 


		(ff)	“Stock Appreciation Right” shall mean any right granted under Section 6(b) of
the Plan.



 


		(gg)	“Tax Act” means the Income Tax Act (Canada).



 


		(hh)	“U.S. Award Holder” shall mean any holder of an Award who is a “U.S. person”
(as defined in Rule 902(k) of Regulation S under the Securities Act) or who is holding or exercising Awards in the United
States.



 


	Section 3.	Administration



 


		(a)	Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject
to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award;
(iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award
and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the
terms and conditions of any Award or Award Agreement, subject to the limitations under Section 7; (vi) accelerate the exercisability
of any Award or the lapse of any restrictions relating to any Award, subject to the limitations’ in Section 7, (vii) determine
whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other
property (excluding promissory notes), or canceled, forfeited or suspended, subject to the limitations in Section 7; (viii) determine
whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A; (ix) interpret
and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of
the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration
of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions
of the laws of the jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special
rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the
Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions.
Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect
to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the
Company or any Affiliate.



 






    


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		(b)	Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject
to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided,
however, that the Committee shall not delegate such authority in such a manner as would cause the Plan not to comply with applicable
exchange rules or applicable corporate law.



 


		(c)	Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the
Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee
under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of
all applicable securities rules and (ii) only the Committee (or another committee of the Board comprised of directors who qualify
as independent directors within the meaning of the independence rules of any applicable securities exchange where the Shares are
then listed) may grant Awards to Directors who are not also employees of the Company or an Affiliate.



 


		(d)	Indemnification. To the full extent permitted by law, (i) no member of the Board, the Committee
or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in
good faith with respect to the Plan or any Award made under the Plan, and (ii) the members of the Board, the Committee and each person
to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions
and determinations. The provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board.,
the Committee or any other person may have by virtue of such person’s position with the Company.



 


	Section 4.	Shares Available for Awards



 


		(a)	Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the
aggregate number of Shares that may be issued under all Awards under the Plan shall be the number of Shares as determined by the Board
from time to time. The aggregate number of Shares that may be issued under all Awards under the Plan shall be reduced by Shares subject
to Awards issued under the Plan in accordance with the Share counting rules described in Section 4(b) below.



 


		(b)	Counting Shares. For purposes of this Section 4, if an Award entitles the holder thereof to
receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of
grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.



 






    


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		(i)	Shares Added Back to Reserve. If any Shares covered by an Award or to which an Award relates are
not purchased or are forfeited or are reacquired by the Company (including any Shares withheld by the Company or Shares tendered to satisfy
any tax withholding obligation on Awards or Shares covered by an Award that are settled in cash), or if an Award otherwise terminates
or is cancelled without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under
the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation,
shall again be available for granting Awards under the Plan.



 


		(ii)	Cash-Only Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall
not be counted against the aggregate number of Shares available for Awards under the Plan.



 


		(iii)	Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution
for awards previously granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against
the aggregate number of Shares available for Awards under the Plan.



 


		(c)	Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution
(whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects
the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number
and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price
with respect to any Award and (iv) the limitations contained in Section 4(d) below; provided, however, that
the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made
by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.



 


		(d)	Additional Award Limitations. The total number of Shares which may be issued or issuable to any
one Person under the Plan and all other security based compensation arrangements within any one-year period shall not exceed 5% of the
Shares then outstanding. So long as the Company is listed on the CSE, the aggregate number of Shares issued or issuable to persons providing
investor relations activities (as defined in CSE policies) as compensation within a one-year period, shall not exceed 1% of the total
number of Shares then outstanding. For the purposes of this Section, the number of Shares then outstanding shall mean the number of Shares
outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Award. Under this Plan “security
based compensation arrangements” shall mean any compensation or incentive mechanism (such as option plans, restricted share
plans, stock purchase plans) involving the issuance or potential issuances of securities of the Company from treasury.



 






    


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	Section 5.	Eligibility




 


Any Eligible Person shall
be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award,
the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company and/or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding
the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term, as used herein, includes,
without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee
of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of
the Code or any successor provision.


 


	Section 6.	Awards




 


		(a)	Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following
terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan, as the Committee
shall determine:



 


		(i)	Exercise Price. The purchase price per Share purchasable under an Option shall be determined by
the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided,
however, that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted
in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.



 


		(ii)	Option Term. The term of each Option shall be fixed by the Committee at the date of grant but shall
not be longer than 10 years from the date of grant. Notwithstanding the foregoing, in the event that the expiry date of an Option
falls within a trading blackout period imposed by the Company (a “Blackout Period”), and neither the Company nor the
individual in possession of the Options is subject to a cease trade order in respect of the Company’s securities, then the expiry
date of such Option shall be automatically extended to the 10th business day following the end of the Blackout Period.



 


		(iii)	Time and Method of Exercise. The Committee shall determine the time or times at which an Option
may be exercised in whole or in part and the method or methods by which, and the form or forms, including, but not limited to, cash, Shares
(actually or by attestation), other securities, other Awards or other property, or any combination thereof, having a Fair Market Value
on the exercise date equal to the applicable exercise price, in which payment of the exercise price with respect thereto may be made or
deemed to have been made.



 






    


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		(A)	Promissory Notes. Notwithstanding the foregoing, the Committee may not permit payment of the exercise
price, either in whole or in part, with a promissory note.



 


		(B)	Net Exercises. The Committee may, in its discretion, permit an Option to be exercised by delivering
to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess,
if positive, of the Fair Market Value of the Shares underlying the Option being exercised on the date of exercise, over the exercise price
of the Option for such Shares.



 


		(iv)	Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional
provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options:



 


		(A)	The Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined
as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by
any Participant during any calendar year (under this Plan and all other plans of the Company and its Affiliates) shall exceed $100,000
or such other limitation as imposed by Section 422(d) of the Code or any successor provision. To the extent that Incentive Stock
Options are first exercisable by a Participant in excess of such limitation, such excess shall be considered Non-Qualified Stock Options.



 


		(B)	All Incentive Stock Options must be granted within ten years from the earlier of the date on which this
Plan was adopted by the Committee or the date this Plan was approved by the stockholders of the Company.



 


		(C)	Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later
than 10 years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a
Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall
expire and no longer be exercisable no later than five years from the date of grant.



 


		(D)	The purchase price per Share for an Incentive Stock Option shall be not less than 100% of the Fair Market
Value of a Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of
an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the
Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, the
purchase price per Share purchasable under an Incentive Stock Option shall be not less than 110% of the Fair Market Value of a Share on
the date of grant of the Incentive Stock Option.



 






    


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		(E)	Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee
shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as
an Incentive Stock Option.



 


		(F)	Subject to adjustment as provided in Section 4(c), the maximum number of Shares that may be awarded
under the Plan as Incentive Stock Options is 50,000,000 Shares.



 


		(b)	Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights
to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share
on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall
not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however,
that, subject to applicable law and stock exchange rules, the Committee may designate a grant price below Fair Market Value on the date
of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that
is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant
price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation
Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the same limitations
in Section 6(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate.



 


		(c)	Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award
of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms
and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:



 


		(i)	Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions
as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right
to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at
such time or times, in such installments or otherwise as the Committee may deem appropriate. Notwithstanding the foregoing, rights to
dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 6(e).



 


		(ii)	Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at
the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration
or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee
name by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan. Such certificate
or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions
applicable to such Restricted Stock. Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered
(including by updating the book-entry registration) to the Participant promptly after the applicable restrictions lapse or are waived.
In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions
and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered
to the holder of the Restricted Stock Units.



 






    


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		(iii)	Forfeiture. Except as otherwise determined by the Committee or as provided in an Award Agreement,
upon a Participant’s termination of employment or service or resignation or removal as a Director (in either case, as determined
under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted
Stock Units held by such Participant at such time shall be forfeited and reacquired by the Company for cancellation at no cost to the
Company; provided, however, that the Committee may waive in whole or in part any or all remaining restrictions with respect
to Shares of Restricted Stock or Restricted Stock Units.



 


		(d)	Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible
Persons. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on the holder
thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such
performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer
to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee.



 


		(e)	Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible
Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property
as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares
with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such
Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the
Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other
Awards the value of which is based solely on an increase in the value of the Shares after the date of grant of such Award, and (ii) dividend
and Dividend Equivalent amounts may be accrued but shall not be paid unless and until the date on which all conditions or restrictions
relating to such Award have been satisfied, waived or lapsed.



 






    


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		(f)	Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such
other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose
of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable
Award Agreement. No Award issued under this Section 6(f) shall contain a purchase right or an option-like exercise feature.



 


		(i)	General Consideration for Awards. Awards may be granted for no cash consideration or for any cash
or other consideration as may be determined by the Committee or required by applicable law.



 


		(ii)	Limits on Transfer of Awards. Except as otherwise provided by the Committee in its discretion and
subject to such additional terms and conditions as it determines, no Award (other than fully vested and unrestricted Shares issued pursuant
to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and
distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award
may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate. Where the Committee does permit the transfer of an Award other than a
fully vested and unrestricted Share, such permitted transfer shall be for no value and in accordance with all applicable securities rules.
The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary
or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event
of the Participant’s death.



 


		(iii)	Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan,
applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with
respect to, or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company
shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or
state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by
the Company to be applicable are satisfied.



 






    


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		(iv)	Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof,
the Committee may not, without prior approval of the Company’s stockholders and applicable stock exchange approval, seek to effect
any repricing of any previously granted, “underwater” Option or Stock Appreciation Right by: (i) amending or modifying
the terms of the Option or Stock Appreciation Right to lower the exercise price; (ii) canceling the underwater Option or Stock Appreciation
Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted
Stock, Restricted Stock Units, Performance Award or Other Stock-Based Award in exchange; or (iii) cancelling or repurchasing the
underwater Option or Stock Appreciation Right for cash. or other securities. An Option or Stock Appreciation Right will be deemed to be
 “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of
the Award.



 


		(v)	Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the
contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A
and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely
by reason of the occurrence of a change in control or due to the Participant’s disability or “separation from service”
(as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason
of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such change in control
event, disability or separation from service meet the definition of a change in control event, disability, or separation from service,
as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment
or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral
exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined
by the Committee in good faith) on account of separation from service may not be made before the date which is six months after the date
of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s death) unless the payment
or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.



 


If an Award is subject to Section 409A,
the Company intends (but cannot and does not guarantee) that the Award Agreement and this Plan comply with and meet all of the requirements
of Section 409A or an exception thereto and the Award Agreement shall include such provisions, in addition to the provisions of this
Plan, as may be necessary to assure compliance with Section 409A or an exception thereto. Under no circumstances may the time or
schedule of any payment for any Award that is subject to the requirements of Section 409A be accelerated or subject to further deferral
except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A. If the Company
fails to make any payment pursuant to the payment provisions applicable to an Award that is subject to Section 409A, either intentionally
or unintentionally, within the time period specified in such provisions, but the payment is made within the same calendar year, such payment
will be treated as made within the specified time period. In addition, in the event of a dispute with respect to any payment, such payment
may be delayed in accordance with the regulations and other guidance issued pursuant to Section 409A. Notwithstanding any of the
foregoing, the Company makes no representations or warranty and shall have no liability to the Participant or any other person if any
provisions or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation
subject to Section 409A but do not satisfy the provisions thereof.


 






    


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		(vi)	Acceleration of Vesting or Exercisability. No Award Agreement shall accelerate the exercisability
of any Award or the lapse of restrictions relating to any Award in connection with a change-in-control event, unless such acceleration
occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently
occurs) such change-in-control event.



 


	Section 7.	Amendment and Termination; Corrections




 


		(a)	Amendments to the Plan and Awards. The Committee may from time to time amend, suspend or terminate
this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any
previously granted Award may (except as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions
of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any
amendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations
and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental
entity or stock exchange. For greater certainty and without limiting the foregoing, the Committee may amend, suspend, terminate or discontinue
the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of stockholders
of the Company in order to:



 


		(i)	amend the eligibility for, and limitations or conditions imposed upon, participation in the Plan;



 


		(ii)	amend any terms relating to the granting or exercise of Awards, including but not limited to terms relating
to the amount and payment of the exercise price, or the vesting, expiry, assignment or adjustment of Awards, or otherwise waive any conditions
of or rights of the Company under any outstanding Award, prospectively or retroactively;



 


		(iii)	make changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies
of any applicable governmental entity or stock exchange (including amendments to Awards necessary or desirable to avoid any adverse tax
results under Section 409A), and no action taken to comply shall be deemed to impair or otherwise adversely alter or impair the rights
of any holder of an Award or beneficiary thereof; or



 






    


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		(iv)	amend any terms relating to the administration of the Plan, including the terms of any administrative
guidelines or other rules related to the Plan.



 


Notwithstanding the foregoing
and for greater certainty, prior approval of the stockholders of the Company shall be required for any amendment to the Plan or an Award
that would:


 


		(i)	require stockholder approval under the rules or regulations of securities exchange that is applicable
to the Company;



 


		(ii)	permit repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 6(g)(iv) of
the Plan;



 


		(iii)	permit the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market
Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)(i) and
Section 6(b) of the Plan;



 


		(iv)	permit Options to be transferable other than for normal estate settlement purposes;



 


		(v)	amend this Section 7(a); or



 


		(vi)	increase the maximum term permitted for Options and Stock Appreciation Rights as specified in Section 6(a) and
Section 6(b) or extend the terms of any Options beyond their original expiry date.



 


		(b)	Corporate Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off,
combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or
any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo
such a transaction or event), the Committee or the Board may, in its sole discretion, provide for any of the following to be effective
upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation
of the event subsequently occurs), and no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely
alter the rights of any holder of an Award or beneficiary thereof:



 


		(i)	either (A) termination of the Award, whether or not vested, in exchange for an amount of cash and/or
other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization
of the Participant’s vested rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or
event described in this Section 7(b)(i )(A), the Committee or the Board determines in good faith that no amount would have been attained
upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated by the Company without
any payment) or (B) the replacement of the Award with other rights or property selected by the Committee or the Board, in its sole
discretion;



 






    


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		(ii)	that the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof,
or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;



 


		(iii)	that, subject to Section 6(g)(vi), the Award shall be exercisable or payable or fully vested with
respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement; or



 


		(iv)	that the Award cannot vest, be exercised or become payable after a date certain in the future, which may
be the effective date of the event.



 


		(c)	Correction of Defects, Omissions and Inconsistencies. The Committee may, without prior approval
of the stockholders of the Company, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award
or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.



 


	Section 8.	Income Tax Withholding




 


In order to comply with all
applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such Participant. Without limiting the foregoing, in order to assist a
Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of
restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise
to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes (subject to any applicable limitations under ASC Topic 718 to avoid adverse accounting treatment) or (b) delivering
to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with
a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax
to be withheld is determined.


 


	Section 9.	U.S. Securities Laws




 


Neither the Awards nor the
securities which may be acquired pursuant to the exercise of the Awards have been registered under the Securities Act or under any securities
law of any state of the United States of America and are considered “restricted securities” (as such term is defined in Rule 144(a)(3) under
the U.S. Securities Act and any Shares shall be affixed with an applicable restrictive legend as set forth in the Award Agreement. The
Awards may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities
Act and the securities laws of all applicable states or available exemptions therefrom, and the Company has no obligation or present intention
of filing a registration statement under the U.S. Securities Act in respect of any of the Awards or the securities underlying the Awards,
which could result in such U.S. Award Holder not being able to dispose of any Shares issued on exercise of Awards for a considerable length
of time. Each U.S. Award Holder or anyone who becomes a U.S. Award Holder, who is granted an Award in the United States, who is a resident
of the United States or who is otherwise subject to the Securities Act or the securities laws of any state of the United States will be
required to complete an Award Agreement which sets out the applicable United States restrictions.


 






    


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	Section 10.	General Provisions




 


		(a)	No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders
or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or
with respect to different Participants.



 


		(b)	Award Agreements. No Participant shall have rights under an Award granted to such Participant unless
and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is
delivered and accepted through an electronic medium in accordance with procedures established by the Company. An Award Agreement need
not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable
terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.



 


		(c)	Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or
is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.



 


		(d)	No Rights of Stockholders. Except with respect to Shares issued under Awards (and subject to such
conditions as the Committee may impose on such Awards pursuant to Section 6(c)(i) or Section 6(e)), neither a Participant
nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with
respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been
issued.



 


		(e)	No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company
or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements
may be either generally applicable or applicable only in specific cases.



 


		(f)	No Right to Employment. The grant of an Award shall not be construed as giving a Participant the
right to be retained as an employee of the Company or any Affiliate, nor will it affect in any way the right of the Company or an Affiliate
to terminate a Participant’s employment at any time, with or without cause, in accordance with applicable law. In addition, the
Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any
Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any
legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in
equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate
be entitled to any compensation for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but
for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract
or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms
and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.



 






    


    - 17 -


    

 


		(g)	Governing Law. The internal law, and not the law of conflicts, of British Columbia shall govern
all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to
the Plan or any Award.



 


		(h)	Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without,
in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.



 


		(i)	No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create
a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person.
To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.



 


		(j)	Other Benefits. No compensation or benefit awarded to or realized by any Participant under the
Plan shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings,
profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required
by law or otherwise provided by such other plan.



 


		(k)	No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or
any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share
or any rights thereto shall be canceled, terminated or otherwise eliminated.



 


		(l)	Headings. Headings are given to the sections and subsections of the Plan solely as a convenience
to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the
Plan or any provision thereof.



 


	Section 11.	Clawback or Recoupment




 


All Awards under this Plan
shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time
to time, or (ii) any applicable law, rule or regulation or applicable stock exchange rule.


 






    


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	Section 12.	Effective Date of the Plan




 


The Plan was adopted by the
Committee effective as of November 21, 2018. The Plan shall be subject to approval by the stockholders of the Company which approval
will be within 12 months after the date the Plan is adopted by the Committee.


 


	Section 13.	Term of the Plan




 


No Award shall be granted
under the Plan, and the Plan shall terminate, on the earlier of (i) November 21, 2028 or (ii) the tenth anniversary of
the date the Plan is approved by the stockholders of the Company, or any earlier date of discontinuation or termination established pursuant
to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and
any Awards, and the authority of the Committee to amend the Plan, shall extend beyond the termination of the Plan.