Exhibit
10.4


 


GOLD
ROYALTY CORP.


 


(the
“Company”)


 


EQUITY
INCENTIVE PLAN


 


	Article
    I.	PURPOSE


 


	1.01	Purpose
    of this Plan


 


The
purpose of this Plan is to assist the Company in attracting, retaining and motivating key employees, officers, directors and consultants
of the Company or of a Related Entity who will contribute to the Company’s long-term success by providing them with incentives
that align their interests with those of the shareholders of the Company.


 


	1.02	Available
    Awards


 


Awards
that may be granted under this Plan include: (a) Options; (b) ISOs; and (c) Restricted Awards.


 


	Article
    II.	INTERPRETATION


 


	2.01	Definitions


 


When
used herein, unless the context otherwise requires, the following terms have the following meanings, respectively:


 


	 	(a)	“Award”
    means any right granted under this Plan, including (a) Options; (b) ISOs; and (c) Restricted Awards;
	 	 	 
	 	(b)	“Award
    Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms
    and conditions of an individual Award granted under this Plan which may, in the discretion of the Company, be transmitted
    electronically to any Participant. Unless specifically stated otherwise, each Award Agreement shall be subject to the terms
    and conditions of this Plan;
	 	 	 
	 	(c)	“Awardee”
    means a Participant who has been granted one or more Awards;
	 	 	 
	 	(d)	“Board”
    means the board of directors of the Company;
	 	 	 
	 	(e)	“Change
    of Control” means the acquisition by any person or by any person and a joint actor, whether directly or indirectly,
    of voting securities (as such terms are interpreted in the Securities Act (British Columbia)) of the Company, which,
    when added to all other voting securities of the Company at the time held by such person or by such person and a person “acting
    jointly or in concert” with another person, as the phrase is interpreted in National Instrument 62-103 – The
    Early Warning System and Related Take-Over Bid and Insider Reporting Issues, totals for the first time not less than 50%
    of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised,
    to elect a majority of the Board; provided that, for greater certainty, unless otherwise determined by the Board, the following
    events shall not constitute a “Change of Control”: (A) an amalgamation, merger or consolidation of the
    Company with or into a Related Entity; (B) a transaction undertaken solely for the purpose of changing the Company’s
    place of domicile or jurisdiction of incorporation; (C) an equity financing of the Company; or (D) an Initial Public Offering;


 




    	 



     


    

 


	 	(f)	“Code”
    means the United States Internal Revenue Code of 1986, as amended;
	 	 	 
	 	(g)	“Common
    Shares” means the Common Shares in the capital of the Company;
	 	 	 
	 	(h)	“Consultant
    Participant” means an individual or a consultant company, other than an Employee Participant, a Director Participant
    or an Executive Participant, that:


 


	 	(i)	is
    engaged to provide services on a bona fide basis to the Company or a Related Entity, other than services provided in
    relation to a distribution of securities of the Company or a Related Entity;
	 	 	 
	 	(ii)	provides
    the services under a written contract with the Company or a Related Entity; and
	 	 	 
	 	(iii)	spends
    or will spend a significant amount of time and attention on the affairs and business of the Company or a Related Entity.


 


	 	 	For
    the purposes of this definition, “consultant company” means, with respect to an individual consultant,
    either (i) a company of which the individual consultant is an employee or shareholder; or (ii) a partnership of which the
    individual consultant is an employee or partner;
	 	 	 
	 	 (i)	“Date
    of Grant” means, for any Award, the date specified by the Board at the time it grants the Award (provided, however,
    that such date shall not be prior to the date the Board acts to grant the Award) or, if no such date is specified, the date
    upon which the Award was granted;
	 	 	 
	 	 (j)	“Director”
    means a member of the Board or a member of the board of directors of a Related Entity;
	 	 	 
	 	 (k)	“Director
    Participant” means a Director, who is not an officer or employee of the Company or of a Related Entity;
	 	 	 
	 	 (l)	“Disabled”
    or “Disability” means the permanent and total incapacity of an Optionee as determined in accordance with
    procedures established by the Board for purposes of this Plan;
	 	 	 
	 	 (m)	“Dividend
    Equivalents” has the meaning set forth in Section 5.02(b);
	 	 	 
	 	 (n)	“Employee
    Participant” means a current employee (other than an Executive Participant or a Consultant Participant) of the Company
    or of a Related Entity;
	 	 	 
	 	 (o)	“Executive
    Participant” means an officer of the Company or of a Related Entity;
	 	 	 
	 	 (p)	“Exercise
    Notice” means a notice in writing, in the form set out in Schedule “B”, signed by an Optionee and stating
    the Optionee’s intention to exercise a particular Option;
	 	 	 
	 	 (q)	“Exercise
    Period” means the period of time during which an Option granted under this Plan may be exercised in accordance with
    this Plan;
	 	 	 
	 	 (r)	“Exercise
    Price” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;


 




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	 	(s)	“Fair
    Market Value” means, as of any date, the value of a Common Share as follows: (i) if the Common Share is listed on
    any established stock exchange or a national market system, the “Fair Market Value” shall be the closing price
    of a Common Share (or if no sales were reported, the closing price on the date immediately preceding such date) as quoted
    on such exchange or system on the day of determination; or (ii) in the absence of an established market for the Common Share,
    the “Fair Market Value” shall be determined in good faith by the Board and such determination shall be conclusive
    and binding on all persons;
	 	 	 
	 	(t)	“Individual
    Optionee” means an Optionee who is an individual;
	 	 	 
	 	(u)	“Initial
    Public Offering” means any initial public offering of the Company’s securities resulting in the Company’s
    securities being publicly traded on a recognized North American stock exchange;
	 	 	 
	 	(v)	“ISO”
    has the meaning set forth in Section 4.11;
	 	 	 
	 	(w)	“Liquidation
    Event” means any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company or
    other distribution of all or substantially all of the assets of the Company among its shareholders for the purpose of winding-up
    its affairs;
	 	 	 
	 	(x)	“Liquidity
    Event” means:


 


	 	(i)	Liquidation
    Event; or
	 	 	 
	 	(ii)	a
    Change of Control;


 


	 	(y)	“Liquidity
    Event Price” means the amount payable in respect of each Common Share upon the occurrence of the Liquidity Event;
    provided that in the absence of an established amount payable in connection with the Liquidity Event, the “Liquidity
    Event Price” shall be determined in good faith by the Board and such determination shall be conclusive and binding
    on all persons;
	 	 	 
	 	(z)	“Option”
    means a right to purchase Common Shares under this Plan that is non-assignable and non-transferable unless otherwise approved
    by the Board;
	 	 	 
	 	(aa)	“Optionee”
    means a Participant who has been granted one or more Options;
	 	 	 
	 	(bb)	“Option
    Shares” means Common Shares that will be issued by the Company upon the exercise of outstanding Options;
	 	 	 
	 	(cc)	“Participant”
    means an Employee Participant, a Director Participant, an Executive Participant, a Consultant Participant or a registered
    charity or not for profit corporation;
	 	 	 
	 	(dd)	“person”
    includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated
    organization, trust, body corporate, limited liability company, and a natural person in his or her capacity as trustee, executor,
    administrator or other legal representative;
	 	 	 
	 	(ee)	“Plan”
    means this Equity Incentive Plan, as may be amended or restated from time to time;
	 	 	 
	 	(ff)	“Related
    Entity” means a person that controls or is controlled by the Company or that is controlled by the same person that
    controls the Company, and includes GoldMining Inc.;


 




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	 	(gg)	“Restricted
    Award” means any Award granted pursuant to Section 5.01;
	 	 	 
	 	(hh)	“Restricted
    Period” has the meaning set forth in Section 5.01;
	 	 	 
	 	(ii)	“Restricted
    Shares” has the meaning set forth in Section 5.01;
	 	 	 
	 	(jj)	“Restricted
    Share Units” has the meaning set forth in Section 5.01;
	 	 	 
	 	(kk)	“Retirement”
    means retirement from active employment with the Company or a Related Entity at or after age 65 or, with the consent for purposes
    of this Plan of such officer of the Company as may be designated by the Board, at or after such earlier age and upon the completion
    of such years of service as the Board may specify;
	 	 	 
	 	(ll)	“Termination
    Date” means:


 


	 	(i)	in
    the case of an Employee Participant or Executive Participant whose employment or term of office, as the case may be, with
    the Company or a Related Entity terminates in the circumstances set out in Section 4.07(b) or Section 4.07(c), the later of:
    (A) the date that is the last day of any statutory notice period applicable to the Awardee pursuant to applicable employment
    standards legislation; and (B) the date that is designated by the Company or a Related Entity, as the case may be, as the
    last day of the Awardee’s employment or term of office with the Company or the Related Entity, as the case may be, provided
    that in the case of termination of employment by voluntary resignation by the Awardee, such date shall not be earlier than
    the date notice of resignation was given, and “Termination Date” specifically does not mean the date on
    which any period of reasonable notice that the Company or the Related Entity (as the case may be) may be required at law to
    provide to the Awardee expires;
	 	 	 
	 	(ii)	in
    the case of a Director Participant who ceases to hold office in the circumstances set out in Section 4.07(d), the date upon
    which the Awardee ceases to hold office; or
	 	 	 
	 	(iii)	in
    the case of a Consultant Participant whose consulting agreement or arrangement with the Company or a Related Entity, as the
    case may be, terminates in the circumstances set out in Section 4.07(e) or Section 4.07(f), the date that is designated by
    the Company or the Related Entity, as the case may be, as the date on which the Awardee’s consulting agreement or arrangement
    is terminated, provided that in the case of voluntary termination by the Awardee of the Awardee’s consulting agreement
    or arrangement, such date shall not be earlier than the date that notice of voluntary termination was given, and “Termination
    Date” specifically does not mean the date on which any period of notice of termination that the Company or the Related
    Entity (as the case may be) may be required to provide to the Awardee under the terms of the consulting agreement or arrangement
    expires; and


 


	 	(mm)	“Vesting
    Commencement Date” means, for any Option, the date for vesting of such Option to commence, as specified by the Board
    at the time it grants such Option, or, if no such date is specified, the Date of Grant.


 


	2.02	Interpretation


 


	 	(a)	This
    Plan is created under and is to be governed, construed and administered in accordance with the laws of the Province of British
    Columbia and the federal laws of Canada applicable therein.


 




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	 	(b)	Whenever
    the Board is to exercise discretion in the administration of the terms and conditions of this Plan, the term “discretion”
    means the sole and absolute discretion of the Board.
	 	 	 
	 	(c)	As
    used herein, the terms “Article”, “Section” and “Schedule” mean and
    refer to the specified Article, Section and Schedule of this Plan, respectively.
	 	 	 
	 	(d)	Where
    the word “including” or “includes” is used in this Plan, it means “including (or
    includes) without limitation”.
	 	 	 
	 	(e)	Words
    importing the singular include the plural and vice versa and words importing any gender include any other gender.
	 	 	 
	 	(f)	Unless
    otherwise specified, all references to money amounts are to Canadian dollars.


 


	Article
    III.	PLAN
    ADMINISTRATION


 


	3.01	Plan
    Administration


 


This
Plan will be administered by the Board and the Board has sole and complete authority, in its discretion, to:


 


	 	(a)	construe
    and interpret this Plan and apply its provisions;
	 	 	 
	 	(b)	promulgate,
    amend and rescind rules and regulations relating to the administration of this Plan;
	 	 	 
	 	(c)	authorize
    any person to execute, on behalf of the Company, any instrument required to carry out the purposes of this Plan;
	 	 	 
	 	(d)	determine
    when Awards are to be granted under this Plan and the applicable Date of Grant;
	 	 	 
	 	(e)	select,
    from time to time, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;
	 	 	 
	 	(f)	determine
    the number of Common Shares to be made subject to each Award;
	 	 	 
	 	(g)	prescribe
    the terms and conditions of each Award, including the Exercise Price, the Vesting Commencement Date and medium of payment
    and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;
	 	 	 
	 	(h)	determine
    whether each Option is to be an ISO or a nonqualified stock option for purposes of the Code;
	 	 	 
	 	(i)	determine
    the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their
    employment for purposes of this Plan, which periods shall be no shorter than the periods generally applicable to employees
    under the Company’s employment policies;
	 	 	 
	 	(j)	make
    decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that
    triggers anti-dilution adjustments;


 




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	 	(k)	cancel,
    amend, adjust or otherwise change any Award under circumstances as the Board may consider appropriate in accordance with the
    provisions of this Plan;
	 	 	 
	 	(l)	delegate
    the day-to-day administration of this Plan to officers and employees of the Company or a Related Entity;
	 	 	 
	 	(m)	to
    the extent permitted by applicable law, delegate to a committee of the Board (for purposes of this Section 3.01, the “Committee”)
    all or any of the powers conferred on the Board pursuant to this Plan and, in such event: (i) the Committee shall be permitted
    to exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board; and (ii) any determinations
    or actions taken by the Committee within its delegated authority are conclusive and binding on the Company and all other persons;
	 	 	 
	 	(n)	interpret,
    administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in this Plan and any instrument
    or agreement relating to, or Award granted under, this Plan; and
	 	 	 
	 	(o)	exercise
    discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
    of this Plan, including any delegation of authority under this Plan.
	 	 	 


 


The
Board’s determinations and actions within its authority under this Plan are conclusive and binding on the Company and all
other persons.


 


	3.02	Eligibility


 


All
Participants are eligible to participate in this Plan, subject to Sections 4.06(b) and 4.07(g). Eligibility to participate does
not confer upon any Participant any right to be granted Awards pursuant to this Plan. The extent to which any Participant is entitled
to be granted Awards pursuant to this Plan will be determined in the discretion of the Board.


 


	3.03	Total
    Common Shares Subject to this Plan


 


	 	(a)	Subject
    to adjustment in accordance with Article VI, the aggregate number of Common Shares that may be issued pursuant to the grant
    of Awards shall be 2,000,000 Common Shares. No Award may be granted if such grant would have the effect of causing the total
    number of Common Shares subject to this Plan to exceed the above-noted total number of Common Shares reserved for issuance.
	 	 	 
	 	(b)	To
    the extent Awards terminate for any reason, are forfeited or are cancelled, the Common Shares subject to such Awards shall
    be added back to the number of Common Shares reserved for issuance under this Plan and such Common Shares will again become
    available for grant under this Plan.


 


	3.04	Award
    Agreements


 


All
Awards under this Plan will be evidenced by Award Agreements. Such Award Agreements will be subject to the applicable provisions
of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Board may direct.
The Board shall authorize and empower any director or officer of the Company to execute and deliver, for and on behalf of the
Company, an Award Agreement to each Participant.


 




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	Article
    IV.	OPTIONS


 


	4.01	Grant
    of Options


 


The
Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe,
grant Options to any Participant pursuant to an Award Agreement. An Award Agreement evidencing a grant of Options shall be substantially
in the form attached as Schedule “A”.


 


	4.02	Exercise
    Price


 


	 	(a)	Prior
    to an Initial Public Offering, the Exercise Price per Option Share purchasable under an Option shall be the price as determined
    by the Board and in effect on the Date of Grant.
	 	 	 
	 	(b)	After
    an Initial Public Offering, the Board will establish the Exercise Price at the time each Option is granted, which Exercise
    Price must in all cases be not less than the price required by applicable regulatory authorities.


 


	4.03	Term
    of Options


 


Subject
to any accelerated termination as set forth in this Plan, the term of each Option shall be fixed by the Board, provided that in
no event will the Exercise Period of an Option exceed 10 years.


 


	4.04	Vesting
    Schedule


 


	 	(a)	Options
    shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Board at or
    after the grant date. The Board may at any time accelerate the exercisability of all or any portion of any Option. An Awardee
    shall not have any rights as a shareholder of the Company until and unless the grantee is issued Common Shares upon the exercise
    of an Option and not as to unexercised Options.
	 	 	 
	 	(b)	Subject
    to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise
    Notice delivered to the Company.


 


	4.05	Payment
    of Exercise Price


 


Unless
otherwise specified by the Board at the time of granting an Option:


 


	 	(a)	Except
    as contemplated pursuant to Section 4.05 (b), the Exercise Notice must be accompanied by payment in full of the purchase price
    for the Option Shares to be purchased. The Exercise Price must be fully paid in cash, or by certified cheque, bank draft or
    money order payable to the Company or by such other means as might be specified from time to time by the Board.


 




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	 	(b)	Notwithstanding
    Section 4.05 (a), any vested Option may be exchanged by an Optionee on a net issuance basis in accordance with the following
    formula:



 


X
= Y(A-B)


A


where:


 


X
= The number of Common Shares to be issued to the Optionee in respect of the exchange of an Option under this Section 4.05 (b);


 


Y
= The number of vested Option Shares to be exchanged;


 


A
= The most recently determined Fair Market Value per Common Share; and


 


B
= The Exercise Price for such Option Shares; and


 


	 	 	in
    the event that an Optionee exchanges vested Options on a net issuance basis in accordance with this Subsection 4.05(b), the
    Company shall file an election under Subsection 110(1.1) of the Income Tax Act (Canada) stating that neither the Company
    nor any non-arm’s length entity shall take a Canadian corporate tax deduction for the foregoing amount from income.
	 	 	 
	 	(c)	No
    Common Shares will be issued or transferred until full payment therefor has been received by the Company or an exchange on
    a net issuance basis has occurred pursuant to Section 4.05 (b).
	 	 	 
	 	(d)	Until
    the occurrence of a Liquidity Event, any certificate or certificates representing the acquired Common Shares shall be held
    by the Company, on behalf of the Optionee, with the Company’s corporate records.


 


	4.06	Retirement,
    Death or Disability of Individual Optionee


 


Subject
to Section 4.08, or unless otherwise specified by the Board at the time of granting an Option, if an Individual Optionee dies
or becomes Disabled while the Individual Optionee is an employee, director or officer of the Company or a Related Entity, or if
the employment or term of office of the Individual Optionee with the Company or a Related Entity terminates due to Retirement,
then:


 


	 	(a)	the
    executor or administrator of the Individual Optionee’s estate or the Individual Optionee, as the case may be, may exercise
    any Options of the Individual Optionee to the extent that the Options have vested as at the date of such death, Disability
    or Retirement and the right to exercise such Options terminates, and such Options expire and are cancelled, on the earlier
    of: (i) the date on which the Exercise Period of the particular Option expires; or (ii) the date that is one year after the
    Individual Optionee’s death, Disability or Retirement. Any Options held by the Individual Optionee that have not vested
    as at the date of death, Disability or Retirement immediately expire and are cancelled on such date; and
	 	 	 
	 	(b)	the
    Individual Optionee’s eligibility to receive further grants of Options under this Plan ceases as of the date of the
    Individual Optionee’s death, Disability or Retirement, as the case may be.


 


	4.07	Termination
    of Employment or Services


 


Subject
to Section 4.08 or unless otherwise specified by the Board at the time of granting an Option:


 


	 	(a)	Where,
    in the case of an Employee Participant, an Executive Participant or a Director Participant, an Individual Optionee’s
    employment or term of office with the Company or a Related Entity ceases by reason of the Individual Optionee’s death,
    Disability or Retirement, then the provisions of Section 4.06 will apply.


 




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	 	(b)	Where,
    in the case of an Employee Participant or Executive Participant, an Individual Optionee’s employment or term of office
    is terminated: (i) by the Company or a Related Entity without cause (whether such termination occurs with or without any or
    adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice); or (ii) by
    reason of the voluntary resignation by such Individual Optionee, then except as provided otherwise in such Participant’s
    employment, retention or similar agreement, any Options held by the Individual Optionee that have vested as at the Termination
    Date continue to be exercisable by the Individual Optionee until the earlier of: (A) the date on which the Exercise Period
    of the particular Option expires; or (B) the date that is 60 days after the Termination Date, after which such Options expire
    and are cancelled. Any Options held by the Individual Optionee that have not vested as at the Termination Date immediately
    expire and are cancelled on the Termination Date.
	 	 	 
	 	(c)	Where,
    in the case of an Employee Participant or Executive Participant, an Individual Optionee’s employment or term of office
    terminates by reason of termination by the Company or a Related Entity for cause, then any Options held by the Individual
    Optionee, whether or not they have vested as at the Termination Date, immediately expire and are cancelled on the Termination
    Date.
	 	 	 
	 	(d)	Where,
    in the case of a Director Participant, an Individual Optionee ceases to hold office, then any Options held by the Individual
    Optionee that have vested as at the Termination Date continue to be exercisable by the Individual Optionee until the earlier
    of: (i) the date on which the Exercise Period of the particular Option expires; or (ii) the date that is 60 days after the
    Termination Date, after which such Options expire and are cancelled; except that this Section 4.07 (d) will not apply if such
    Director Participant is also an Employee Participant, Executive Participant or a Consultant Participant and such Participant’s
    employment or consulting agreement is not terminated. Any Options held by the Individual Optionee that have not vested as
    at the Termination Date immediately expire and are cancelled on the Termination Date; except for such Director Participant
    who is also an Employee Participant, Executive Participant or a Consultant Participant and such Participant’s employment
    or consulting agreement is not terminated.
	 	 	 
	 	(e)	Where,
    in the case of a Consultant Participant, except as provided otherwise in the Consultant Participant’s consulting agreement,
    an Optionee’s consulting agreement or arrangement terminates by reason of: (i) termination by the Company or a Related
    Entity for any reason whatsoever other than for breach of the consulting agreement or arrangement (whether or not such termination
    is effected in compliance with any termination provisions contained in the Optionee’s consulting agreement or arrangement);
    or (ii) the death or Disability of the Individual Optionee, then any Options held by the Optionee that have vested as at the
    Termination Date, or at the date of the death or Disability of the Individual Optionee, as the case may be, continue to be
    exercisable by the Optionee until the earlier of: (A) the date on which the Exercise Period of the particular Option expires;
    or (B) the date that is 60 days after the Termination Date, after which such Options expire and are cancelled. Any Options
    held by the Optionee that have not vested as at the Termination Date, or at the date of the death or Disability of the Individual
    Optionee, as the case may be, immediately expire and are cancelled on the Termination Date.
	 	 	 
	 	(f)	Where,
    in the case of a Consultant Participant, an Optionee’s consulting agreement or arrangement terminates by reason of:
    (i) termination by the Company or a Related Entity for breach of the consulting agreement or arrangement (whether or not such
    termination is effected in compliance with any termination provisions contained in the Optionee’s consulting agreement
    or arrangement); or (ii) voluntary termination by the Optionee (whether or not such termination is effected in compliance
    with any termination provisions contained in the Optionee’s consulting agreement or arrangement), then any Options held
    by the Optionee, whether or not such Options have vested as at the Termination Date, immediately expire and are cancelled
    on the Termination Date.


 




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	 	(g)	An
    Optionee’s eligibility to receive further grants of Options under this Plan ceases as of the date that the Company or
    a Related Entity, as the case may be, provides the Optionee with written notification that the Optionee’s employment,
    term of office, consulting agreement or arrangement, as the case may be, is terminated, notwithstanding that such date may
    be prior to the Termination Date.
	 	 	 
	 	(h)	Notwithstanding
    Sections 4.07(b), 4.07(d) and 4.07(e), unless the Board, in its discretion, otherwise determines, at any time and from time
    to time, Options are not affected by a change of employment or engagement within or among the Company or a Related Entity
    for so long as the Employee Participant continues to be an employee of the Company or a Related Entity, or for so long as
    the Executive Participant continues to be an officer of the Company or a Related Entity, or for so long as the Director Participant
    continues to be a director of the Company or a Related Entity, or for so long as the Consultant Participant continues to be
    engaged as a consultant to the Company or a Related Entity, as the case may be.


 


	4.08	Discretion
    to Permit Exercise


 


Notwithstanding
the provisions of Sections 4.06 and 4.07, the Board may, in its discretion, at any time prior to or following the events contemplated
in such sections, permit the exercise of any or all Options held by the Optionee, in the manner and on the terms authorized by
the Board, provided that the Board will not, in any case, authorize the exercise of an Option pursuant to this Section 4.08 beyond
the expiration of the Exercise Period of the particular Option.


 


	4.09	Liquidity
    Event


 


Notwithstanding
anything else in this Plan or any Award Agreement, the Board may, in connection with a Liquidity Event and at its sole discretion
and without the consent of any Optionee, take such steps as are necessary or desirable with respect to all outstanding Options
that are in the best interests of the Company, including:


 


	 	(a)	take
    such steps as are necessary or desirable to cause the conversion or exchange of each of the outstanding Options into or for:


 


	 	(i)	Common
    Shares on a net issuance basis in accordance with the following formula:


 


X
= Y(A-B)


A


 


where:


 


X
= The number of Common Shares to be issued to the Optionee in respect of an Option;


 


Y
= The number of Option Shares subject to such Option;


 


A
= The Liquidity Event Price;


 


B
= The Exercise Price for such Option Shares; or


 


	 	(ii)	options,
    rights or other securities of substantially equivalent value (or greater value), as determined by the Board in its discretion,
    in any entity participating in or resulting from such Liquidity Event;


 




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	 	(b)	accelerate
    the vesting of any or all outstanding Options to provide that such outstanding Options shall be fully vested and exercisable
    contemporaneously with the completion of the transaction resulting in the Liquidity Event provided that the Board shall not,
    in any case, authorize the exercise of Options pursuant to this section beyond the Exercise Period of the Options. If any
    of such Options are not exercised contemporaneously with completion of the transaction resulting in the Liquidity Event, such
    unexercised Options shall terminate and expire upon the completion of the transaction resulting in the Liquidity Event; and/or
	 	 	 
	 	(c)	determine
    that any or all outstanding Options will be purchased by the Company or a Related Entity at the Liquidity Event Price less
    the applicable Exercise Price for the Option Shares available to be purchased under such Options. The Option Shares available
    to be purchased under the outstanding Options may only be purchased by the Company or a Related Entity, as described above,
    if the Liquidity Event Price is higher than the Exercise Price for such Option Shares, and the Company may cancel any Options
    where the applicable Exercise Price for the Options Shares available to be purchased under such Options is greater than the
    Liquidity Event Price.


 


	4.10	Conditions
    of Exercise


 


Each
Optionee will, when requested by the Company, sign and deliver all such documents relating to the granting or exercise of Options
which the Company deems necessary or desirable.


 


	4.11	Incentive
    Stock Options


 


The
following provisions shall apply, in addition to the other provisions of this Plan which are not inconsistent therewith, to Options
intended to qualify as “incentive stock options” (each, for purposes of this Section 4.11, an “ISO”)
under Section 422 of the Code:


 


	 	(a)	Options
    may be granted as ISOs only to individuals who are employees of the Company or any present or future “subsidiary corporation”
    or “parent corporation” as those terms are defined in Section 424 of the Code (collectively, for purposes of this
    Section 4.11, “Related Entities”) and Options shall not be granted as ISOs to non-employee Directors or
    independent contractors;
	 	 	 
	 	(b)	“Disability”
    in respect of an ISO shall mean “permanent and total disability” as defined in sub-section 22(e)(3) of the Code;
	 	 	 
	 	(c)	if
    an Optionee ceases to be employed by the Company and/or all Related Entities other than by reason of death or Disability,
    Options shall be eligible for treatment as ISOs only if exercised no later than three (3) months following such termination
    of employment;
	 	 	 
	 	(d)	the
    Exercise Price in respect of Options granted as ISOs to employees who own more than 10% of the combined voting power of all
    classes of stock of the Company or a Related Entity (for purposes of this Section 4.11, a “10% Stockholder”)
    shall be not less than 110% of the Fair Market Value per Common Share on the Date of Grant and the term of any ISO granted
    to a 10% Stockholder shall not exceed 5 years measured from the Date of Grant;
	 	 	 
	 	(e)	Options
    held by an Optionee shall be eligible for treatment as ISOs only if the Fair Market Value (determined at the Date of Grant)
    of the Common Shares with respect to which such Options and all other options intended to qualify as “incentive stock
    options” under Section 422 of the Code held by such Optionee and granted under this Plan or any other plan of the Company
    or a Related Entity and which are exercisable for the first time by such Optionee during any one calendar year does not exceed
    US$100,000 at such time;


 




    	11



     


    

 


	 	(f)	by
    accepting an Option granted as an ISO under this Plan, an Optionee agrees to notify the Company in writing immediately after
    such Participant makes a “Disqualifying Disposition” of any Common Shares acquired pursuant to the exercise of
    such ISO; for this purpose, a “Disqualifying Disposition” is any disposition occurring on or before the
    later of: (i) the date two years following the date that such ISO was granted; or (ii) the date one year following the date
    that such ISO was exercised;
	 	 	 
	 	(g)	notwithstanding
    that this Plan shall be effective when adopted by the Board, no ISO granted under this Plan may be exercised until this Plan
    is approved by the Company’s shareholders and, if such approval is not obtained within 12 months after the date of the
    Board’s adoption of this Plan, then all ISOs previously granted shall terminate and cease to be outstanding and the
    provisions of this Section 4.11 shall cease to have effect; furthermore, the Board shall obtain shareholder approval within
    12 months before or after any increase in the total number of shares that may be issued under this Plan or any change in the
    class of employees eligible to receive ISOs under this Plan;
	 	 	 
	 	(h)	no
    modification of an outstanding Option that would provide an additional benefit to an Optionee, including a reduction of the
    Exercise Price or extension of the Exercise Period, shall be made without consideration and disclosure of the likely United
    States federal income tax consequences to the Optionees affected thereby; and
	 	 	 
	 	(i)	ISOs
    shall be neither transferable nor assignable by the Participant other than by will or the laws of descent and distribution
    and may be exercised, during the Optionee’s lifetime, only by such Optionee.


 


	4.12	Non-Transferability


 


Subject
to Section 4.06, applicable law and the rules and policies of any stock exchange on which the Common Shares are listed, if applicable,
Options granted under this Plan may only be exercised during the lifetime of the Individual Optionee by such Individual Optionee
personally. Except to the extent permitted by the Board, no assignment or transfer of Options, whether voluntary, involuntary,
by operation of law or otherwise, vests any interest or right in such Options whatsoever in any assignee or transferee and immediately
upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.


 


	Article
    V.	RESTRICTED
    SHARE AWARDS


 


	5.01	General


 


A
Restricted Award is an Award of Common Shares (“Restricted Shares”) or hypothetical Common Share units (“Restricted
Share Units”) having a value equal to the Fair Market Value of an identical number of Common Shares, which may, but
need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated
as collateral for a loan or as security for the performance of any obligation or for any other purpose for such period (the “Restricted
Period”) as the Board shall determine. Each Restricted Award so granted shall be subject to the conditions set forth
in this Article V, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award Agreement.
Restricted Shares may be awarded to Awardees as consideration and recognition of past performance and/or offered for sale to,
and purchased by Awardees, in each case as may be determined by the Board and as set forth in the applicable Award Agreement.
For the avoidance of doubt, the purchase price or deemed purchase price, as applicable, of any Restricted Shares may not be less
than the Fair Market Value of such Restricted Shares on the date that the Restricted Share is issued to the Awardee.


 




    	12



     


    

 


	5.02	Restricted
    Shares and Restricted Share Units


 


	 	(a)	Each
    Awardee granted Restricted Shares shall execute and deliver to the Company an Award Agreement with respect to the Restricted
    Shares setting forth the restrictions and other terms and conditions applicable to such Restricted Shares, as determined by
    the Board. If the Board determines that the Restricted Shares shall be held by the Company or in escrow rather than delivered
    to the Awardee pending the release of the applicable restrictions, the Board may require the Awardee to additionally execute
    and deliver to the Company: (i) an escrow agreement satisfactory to the Board, if applicable; and (ii) the appropriate blank
    share transfer power with respect to the Restricted Shares covered by such Award Agreement. If an Awardee fails to execute
    the applicable Award Agreement evidencing an Award of Restricted Shares and, if applicable, an escrow agreement and share
    transfer power, the Award shall be null and void. Subject to the restrictions set forth in the Award Agreement, the Awardee
    generally shall have the rights and privileges of a shareholder as to such Restricted Shares, including the right to vote
    such Restricted Shares and the right to receive dividends and other distributions that may be declared or made by the Company
    from time to time; provided that, any dividends or other distributions with respect to the Restricted Shares shall be withheld
    by the Company for the Awardee’s account. The dividends or other distributions so withheld by the Company and attributable
    to any particular share of the Restricted Shares (and earnings thereon, if applicable) shall be distributed to the Awardee
    upon the release of restrictions on such share and, if such share is forfeited or otherwise cancelled in accordance with an
    Award Agreement, the Awardee shall have no right to such dividends or other distributions.
	 	 	 
	 	(b)	The
    terms and conditions of a grant of Restricted Share Units shall be reflected in an Award Agreement. No Common Shares shall
    be issued at the time a Restricted Share Unit is granted and the Company will not be required to set aside a fund for the
    payment of any such Award. An Awardee shall have no voting rights with respect to any Restricted Share Units granted hereunder.
    At the discretion of the Board, each Restricted Share Unit (representing one Common Share) may be credited with cash and share
    dividends paid by the Company in respect of one Common Share (“Dividend Equivalents”). Dividend Equivalents
    shall be withheld by the Company for the Awardee’s account and interest may be credited on the amount of cash Dividend
    Equivalents withheld at a rate and subject to such terms as determined by the Board. Dividend Equivalents credited to an Awardee’s
    account and attributable to any particular Restricted Share Unit (and earnings thereon, if applicable) shall be distributed
    in cash or, at the discretion of the Board, in Common Shares having a Fair Market Value equal to the amount of such Dividend
    Equivalents and earnings, if applicable, to the Awardee upon settlement of such Restricted Share Unit and, if such Restricted
    Share Unit is forfeited, the Awardee shall have no right to such Dividend Equivalents.


 


	5.03	Restrictions


 


	 	(a)	Restricted
    Shares awarded to an Awardee shall be subject to the following restrictions until the expiration of the Restricted Period,
    and to such other terms and conditions as may be set forth in the applicable Award Agreement:


 


	 	(i)	the
    Awardee shall not be entitled to delivery of the share certificate with respect to the Restricted Shares and any such certificate
    will be held by the Company until the expiry of the applicable Restricted Period and the satisfaction of any other terms and
    conditions applicable thereto;


 




    	13



     


    

 


	 	(ii)	the
    Restricted Shares shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
    provided herein or in the Award Agreement;
	 	 	 
	 	(iii)	the
    Restricted Shares shall be subject to forfeiture (or, if specified by the Board at the time of the Award, rights of the Company
    to repurchase the Restricted Shares from the Awardee at the price, or deemed price, thereof on the date of the Award) to the
    extent provided in Section 5.04 and the applicable Award Agreement; and
	 	 	 
	 	(iv)	if
    any Restricted Shares are forfeited or repurchased by the Company in accordance with the terms of the applicable Award Agreement,
    all rights of the Awardee to such Restricted Shares and as a shareholder with respect to such Restricted Shares shall terminate
    in accordance with Section 5.04 and without further obligation on the part of the Company.


 


	 	(b)	Restricted
    Share Units awarded to any Awardee shall be subject to:


 


	 	(i)	forfeiture
    until the expiration of the Restricted Period and to the extent such Restricted Share Units are forfeited, all rights of the
    Awardee to such Restricted Share Units shall terminate without further obligation on the part of the Company; and
	 	 	 
	 	(ii)	such
    other terms and conditions as may be set forth in the applicable Award Agreement.


 


	 	(c)	Restricted
    Share Units Awarded to any Awardee that is not a non-resident for the purposes of the Income Tax Act (Canada) shall:


 


	 	(i)	if
    such Restricted Share Units are to be settled in cash, only be settled in cash and shall be fully paid out by December 31
    of the third calendar year following the year of service of the Awardee to which such Award relates; or
	 	 	 
	 	(ii)	if
    such Restricted Share Units are to be settled in Common Shares, only be settled with Common Shares issued from treasury.


 


	 	(d)	The
    Board shall have the authority to remove any or all of the restrictions on Restricted Shares and Restricted Share Units whenever
    it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the Date of
    Grant of Restricted Shares or Restricted Share Units, such action is appropriate.


 


	5.04	Restricted
    Period/Vesting of Restricted Shares


 


	 	(a)	The
    Board at the time of grant shall specify the Restricted Period, including any date or dates and/or the attainment of pre-established
    performance goals, objectives, periods and other conditions on which the non-transferability of the Restricted Shares and
    the Company’s right of repurchase or forfeiture shall lapse. Subsequent to the expiry of the Restricted Period, including,
    if applicable, the attainment of such pre-established performance goals, objectives and other conditions, the shares on which
    all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested” for the purposes
    of this Plan.


 




    	14



     


    

 


	 	(b)	Notwithstanding
    any Restricted Period specified in relation to a Restricted Share Award and unless otherwise determined by the Board or provided
    in an Award Agreement, if the Awardee is:


 


	 	(i)	terminated
    by the Company; or
	 	 	 
	 	(ii)	voluntarily
    resigns his or her engagement or employment with the Company; or
	 	 	 
	 	(iii)	ceases
    to work for the Company as a result of Retirement, death or Disability


 


(in
this Section 5.04, each, a “Service Termination”),


 


	 	 	in
    each case, prior to the expiry of the Restricted Period or such other date as otherwise specified by the Board at the time
    of granting the Restricted Award and as provided for in the applicable Award Agreement, any Restricted Shares that have not
    vested (as such term is used in (a) above) at the time of the Service Termination shall automatically, and without any requirement
    of notice to the Awardee or the requirement of any further consideration from, or action by, the Company, be deemed to have
    been forfeited by the Awardee and surrendered by the Awardee to the Company for cancellation and thereafter shall cease to
    represent any ownership of the Company by the Awardee or rights of the Awardee as a shareholder.
	 	 	 
	 	(c)	 Where the Board specifies any performance goals, objectives or other conditions at the time of grant of a Restricted Share Award and set forth in the applicable Award Agreement and such goals, objectives or other conditions are not met or otherwise satisfied within any period specified for such condition, then the Restricted Shares shall automatically, and without any requirement of notice to the Awardee or the requirement of any further consideration from, or action by, the Company, be deemed to have been forfeited by the Awardee and surrendered by the Awardee to the Company for cancellation and thereafter shall cease to represent any ownership of the Company by the Awardee or rights of the Awardee as a shareholder.
	 	 	 
	 	(d)	No
    Restricted Share Award may be granted or settled for a fraction of a Common Share.


 


	5.05	Delivery
    of Restricted Shares and Settlement of Restricted Share Units


 


	 	(a)	Upon
    the expiration of the Restricted Period with respect to any Restricted Shares:


 


	 	(i)	the
    restrictions set forth in Section 5.03 and the applicable Award Agreement shall be of no further force or effect with respect
    to such Restricted Shares, except as set forth in the applicable Award Agreement; and
	 	 	 
	 	(ii)	the
    Company shall deliver to the Awardee, or his or her beneficiary, without charge, the share certificate evidencing the Restricted
    Shares which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full
    share) and any cash dividends or share dividends credited to the Awardee’s account with respect to such Restricted Shares
    and the interest thereon, if any.


 


	 	(b)	Upon
    the expiration of the Restricted Period with respect to any outstanding Restricted Share Units, the Company shall deliver
    to the Awardee, or his or her beneficiary, without charge, one Common Share for each such outstanding Restricted Share Unit
    (for purposes of this Section 5.05, a “Vested Unit”) and cash equal to any Dividend Equivalents credited
    with respect to each such Vested Unit in accordance with Section 5.02(b) and the interest thereon or, at the discretion of
    the Board, in Common Shares having a Fair Market Value equal to such Dividend Equivalents and the interest thereon, if any;
    provided, however, that, if explicitly provided in the applicable Award Agreement, the Board may, in its sole discretion,
    elect to pay cash or part cash and part Common Shares in lieu of delivering only Common Shares for Vested Units. If a cash
    payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of
    the Common Shares as of the date on which the Restricted Period lapsed with respect to each Vested Unit.


 




    	15



     


    

 


	5.06	Share
    Legend


 


Each
certificate or other document evidencing the Restricted Shares awarded under this Plan shall bear a legend in such form as the
Company deems appropriate, including any legends required under applicable securities laws.


 


	Article
    VI.	SHARE
    CAPITAL ADJUSTMENTS


 


	6.01	General


 


The
existence of any Awards does not affect in any way the right or power of the Company or its shareholders to make, authorize or
determine any adjustment, recapitalization, reorganization or any other change in the Company’s capital structure or its
business, or any amalgamation, arrangement, combination, merger or consolidation involving the Company, to create or issue any
bonds, debentures, Common Shares or other securities of the Company or to determine the rights and conditions attaching thereto,
to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business,
or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action
referred to in this section would have an adverse effect on this Plan or any Award pursuant to this Plan.


 


	6.02	Reorganization
    of Company’s Capital


 


Should
the Company effect a subdivision or consolidation of Common Shares or any similar capital reorganization or a payment of a share
dividend (other than a share dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization
of the Company that, in the opinion of the Board, would warrant the replacement or amendment of any existing Awards in order to
adjust: (a) the number of Common Shares that may be acquired pursuant to any outstanding Awards; and/or (b) in the case of Options,
the Exercise Price of any outstanding Options in order to preserve proportionately the rights and obligations of the Optionees,
the Board will authorize such steps to be taken as may be equitable and appropriate to that end.


 


	6.03	Other
    Events Affecting the Company


 


In
the event of an amalgamation, arrangement, combination, merger or other reorganization involving the Company by exchange of Common
Shares, by sale or lease of assets or otherwise, that, in the opinion of the Board, warrants the replacement or amendment of any
existing Awards in order to adjust: (a) the number of Common Shares that may be acquired pursuant to any outstanding Awards; and/or
(b) in the case of Options, the Exercise Price of any outstanding Options in order to preserve proportionately the rights and
obligations of the Optionees, the Board will authorize such steps to be taken as may be equitable and appropriate to that end.


 




    	16



     


    

 


	6.04	Immediate
    Exercise of Awards


 


Where
the Board determines that the steps provided in Sections 6.02 and 6.03 would not preserve proportionately the rights and obligations
of the Awardees in the circumstances or otherwise determines that it is appropriate, the Board may permit the immediate exercise
of any outstanding Awards that are not otherwise exercisable.


 


	6.05	Issue
    by Company of Additional Shares


 


Except
as expressly provided in this Article 6, neither the issue by the Company of shares of any class in its capital or by the Company
or a Related Entity of securities convertible into or exchangeable for shares of any class in the capital of the Company, nor
the conversion or exchange of such shares or securities, affects (and no adjustment by reason thereof is to be made with respect
to): (a) the number of Common Shares that may be acquired pursuant to any outstanding Awards; or (b) in the case of Options, the
Exercise Price of any outstanding Options.


 


	6.06	Fractions


 


No
fractional Common Shares will be issued on the exercise of an Award. Accordingly, if, as a result of any adjustment under Sections
6.02 to 6.04 inclusive, an Awardee would become entitled to a fractional Common Share, the Awardee has the right to acquire only
the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common
Shares so disregarded.


 


	6.07	Conditions
    of Exercise


 


This
Plan and each Award are subject to the requirement that if at any time the Board determines that the listing, registration or
qualification of the Common Shares subject to such Award upon any securities exchange or under any provincial or federal law,
or the consent or approval of any governmental body, securities exchange or of the holders of the Common Shares generally, is
necessary or desirable, as a condition of, or in connection with, the granting of such Award or the issue or purchase of Common
Shares thereunder, no such Award may be granted or exercised in whole or in part unless such listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not acceptable to the Board. The Awardees shall, to the
extent applicable, cooperate with the Company in relation to such listing, registration, qualification, consent or other approval
and shall have no claim or cause of action against the Company or any of its officers or directors as a result of any failure
by the Company to obtain or to take any steps to obtain any such registration, qualification or approval. The Company will be
under no obligation to file any prospectus or registration statement with Canadian securities administrators or the United States
Securities and Exchange Commission or to effect compliance with the registration, qualification or listing requirements of any
state securities laws, stock exchange or automated quotation system and the Company will have no liability for any inability to
do so.


 


	Article
    VII.	MISCELLANEOUS
    PROVISIONS


 


	7.01	Legal
    Requirement


 


The
Company is not obligated to grant any Awards, issue any Common Shares or other securities, make any payments or take any other
action if, in the opinion of the Board, in its sole discretion, such action would constitute a violation by an Awardee, the Company
or a Related Entity of any provision of any applicable statutory or regulatory enactment of any government or government agency.


 




    	17



     


    

 


	7.02	Awardee’s
    Entitlement


 


Except
as otherwise provided in this Plan, Awards previously granted under this Plan, whether or not then exercisable, are not affected
by any change in the relationship between, or ownership of, the Company and a Related Entity. For greater certainty, all Awards
remain valid and, in the case of Options, exercisable, in accordance with the terms and conditions of this Plan and are not affected
by reason only that, at any time, a Related Entity ceases to be a Related Entity.


 


	7.03	Withholding
    Taxes


 


As
a condition of and prior to participation in this Plan, each Awardee authorizes the Company to withhold from any amount otherwise
payable to the Awardee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of the
Awardee’s participation in this Plan or issuance of Common Shares. The Company may, prior to and as a condition of issuing
any Common Shares in such circumstances, require the Awardee to pay to the Company in cash or such other consideration as the
Board, in its discretion, may accept, such amount as the Company is obliged to remit in accordance with applicable laws in respect
of any such issuance of Common Shares or payment or crediting of such amount. The Company shall also have the right, in its sole
discretion, to satisfy any such liability for withholding or other required deduction amounts by requiring the Awardee to complete
a sale in respect of such number of Common Shares that have been issued and would otherwise be delivered to the Awardee under
this Plan, and any amount payable from such sale will first be paid to the Company to satisfy any liability for withholding. The
Company may require an Awardee, as a condition of participation in this Plan, to pay or reimburse the Company for any cost incurred
by the Company as a result of the participation by the Awardee in this Plan.


 


	7.04	Waiver
    of Information Rights


 


Subject
to the discretion of the Board, an Awardee that has been issued Common Shares pursuant to an Award granted under this Plan shall,
by acceptance of such Common Shares, be deemed to have waived any rights such shareholder would otherwise have to receive financial
statements of the Company.


 


	7.05	Non-Canadian
    Participants


 


In
order to assure the viability of Awards granted to Participants employed or resident in countries other than Canada, the Board
may provide for such additional or varied terms in the Award Agreements entered into with such Participants as it may consider
necessary or appropriate to accommodate differences in local law, tax policy or custom.


 


	7.06	Rights
    of Participant


 


No
Participant has any claim or right to be granted an Award (including an Award granted in substitution for any Award that has expired
pursuant to the terms of this Plan). No Optionee or Awardee for Restricted Share Units has any rights as a shareholder of the
Company in respect of Common Shares issuable pursuant to any Award until the allotment and issuance to the Optionee or the Awardee
for Restricted Share Units of certificates representing such Common Shares in accordance with this Plan and the applicable Award
Agreement representing such Option or Restricted Share Units, as the case may be.


 


	7.07	Termination


 


The
Board may terminate this Plan at any time without shareholder approval. Notwithstanding the foregoing, subject to the discretion
of the Board, the termination of this Plan shall have no effect on outstanding Awards, which shall continue in effect in accordance
with their terms and conditions and the terms and conditions of this Plan.


 




    	18



     


    

 


	7.08	Compliance
    with Stock Exchange


 


The
Board may make changes to the terms of any granted Awards or this Plan to the extent necessary or desirable (as determined by
the Board in its sole discretion) to comply with any rules, regulations or policies of any stock exchange on which the Common
Shares may be listed following an Initial Public Offering.


 


	7.09	Indemnification


 


Every
Director will at all times be indemnified and saved harmless by the Company from and against all costs, charges and expenses whatsoever,
including any income tax liability arising from any such indemnification, that such Director may sustain or incur by reason of
any action, suit or proceeding, taken or threatened against the Director, otherwise than by the Company or a Related Entity, for
or in respect of any act done or omitted by the Director in respect of this Plan, such costs, charges and expenses to include
any amount paid to settle such action, suit or proceeding or in satisfaction of any judgment rendered therein.


 


	7.10	Participation
    in this Plan


 


The
participation of any Participant in this Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring
upon such Participant any rights or privileges other than those rights and privileges expressly provided in this Plan. In particular,
participation in this Plan does not constitute a condition of employment or service nor a commitment on the part of the Company
or any Related Entity to ensure the continued employment or service of such Participant. This Plan does not provide any guarantee
against any loss which may result from fluctuations in the market value of the Common Shares. The Company does not assume responsibility
for the personal income or other tax consequences for the Participants and they are advised to consult with their own tax advisors.


 


	7.11	Amendments


 


The
Board may, without notice, at any time or from time to time, amend this Plan or any provisions hereof in such respects as it,
in its sole discretion, determines appropriate; provided that no such amendment shall have any adverse effect with respect to
all Awards outstanding as at the date of such amendment without the prior consent of the Awardees holding Awards that represent
at least a majority of the Common Shares that are subject to the then outstanding Awards; provided that if any such amendment
impairs an Awardee’s rights or increases an Awardee’s obligations under such Awardee’s Award or creates or increases
an Awardee’s income tax liability with respect to an Award, in each case, in a manner that would materially and adversely
affect such Awardee disproportionately more than any other Awardee, such amendment shall also be subject to such Awardee’s
consent.


 


	7.12	Corporate
    Action


 


Nothing
contained in this Plan or in an Award shall be construed so as to prevent the Company from taking corporate action which is deemed
by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan
or any Award, including, with respect to an Award previously granted, any adjustments to the Exercise Price, Exercise Period or
number of Common Shares subject to the Award, provided that any such adjustment is required by any securities exchange or applicable
securities laws.


 


	7.13	Governing
    Law


 


This
Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable therein.


 


[Intentionally
left blank]


 




    	19



     


    

 


	7.14	Notices


 


All
written notices to be given by the Awardees to the Company shall be delivered personally or by registered mail, postage prepaid,
addressed as follows:


 


Gold
Royalty Corp.


1830
- 1030 West Georgia Street


Vancouver,
British Columbia V6E 2Y3


 


Attention:
Josephine Man, Chief Financial Officer


E-mail:


 


Any
notice given by the Awardee pursuant to the terms of an Award shall not be effective until actually received by the Company at
the above address.


 


DATED
this 19th day of October, 2020.


 


	GOLD
    ROYALTY CORP.	 
	 	 
	By:	(signed)
    “David Garofalo”	 
	 	David
    Garofalo	 
	 	Chairman,
    President and	 
	 	Chief
    Executive Officer	 


 




    	20



     


    

 


SCHEDULE
“A”


 


Form
of Option Agreement


 


[Date
of Grant]


 


Dear
[●]:


 


Congratulations!


 


Gold
Royalty Corp. (the “Company”) grants to you an option (this “Option”) to purchase, in accordance
with and subject to the terms, conditions and restrictions of this Option Agreement (which are attached to this Option Agreement
as Appendix I) and the provisions of the Equity Incentive Plan of the Company dated [●], 2020 (the “Plan”),
the number of Common Shares in the capital of the Company (the “Common Shares”) at an exercise price per share
set forth below:


 


Total
Number of Common Shares Subject to this Option: [●]


 


Exercise
Price: $[●]


 


Vesting
Commencement Date: [●]


 


Type
of Participant: [Employee Participant, Executive Participant, Director Participant, or Consultant Participant]


 


(If
none selected, the Type of Participant shall be an Employee Participant.)


 


[Signature
Page Follows]


 




    	A-1



     


    

 


If
you wish to accept this Option, please print your name and sign and date this Option Agreement, as set out below.


 


	GOLD
    ROYALTY CORP.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


I
have read the foregoing Option Agreement and accept this Option to purchase Common Shares in accordance with and subject to the
terms and conditions of this Option Agreement and the Plan. I understand that I may review the complete text of the Plan by contacting
the [Chief Executive Officer] of the Company. I agree to be bound by the terms and conditions of the Plan governing this
Option.


 


	 	 
	Date
    Accepted	 
	 	 
	 	 
	Optionee’s
    Signature	 
	 	 
	 	 
	Optionee’s
    Name (Please Print)	 


 




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APPENDIX
I


 


GENERAL
TERMS AND CONDITIONS


 


	 	1.	The
    terms and conditions of the Plan are incorporated by reference as terms and conditions of this Option Agreement and all capitalized
    terms used in this Option Agreement, unless expressly defined in a different manner, have the meanings given in the Plan.
	 	 	 
	 	2.	Subject
    to Sections 4.9 and 6.4 of the Plan and unless otherwise determined by the Board at the time of granting this Option, this
    Option is exercisable in the installments set forth in Section 4.4 of the Plan.
	 	 	 
	 	3.	In
    no event is this Option exercisable after the expiration of the relevant Exercise Period, as contemplated pursuant to the
    Plan.
	 	 	 
	 	4.	No
    fractional Common Shares will be issued on the exercise of this Option. If, as a result of any adjustment to the number of
    Common Shares issuable on the exercise of this Option pursuant to the Plan, you would be entitled to receive a fractional
    Common Share, you have the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment
    will be made with respect to the disregarded fractional Common Shares.
	 	 	 
	 	5.	Nothing
    in the Plan or in this Option Agreement will affect the Company’s right, or that of a Related Entity, to terminate your
    employment of, term of office of, or consulting agreement or arrangement at any time for any reason whatsoever. Upon such
    termination, your rights to exercise this Option will be subject to restrictions and time limits for exercising this Option,
    as set forth in the Plan. Complete details of such restrictions are set out in the Plan, and in particular in Sections 4.6
    and 4.7 of the Plan.
	 	 	 
	 	6.	Each
    notice relating to this Option, including the exercise thereof, must be in writing. All notices to the Company must be delivered
    personally or by prepaid registered mail and must be addressed to the [Chief Executive Officer] of the Company (or
    the most senior appointed officer of the Company). All notices to you will be addressed to your principal address on file
    with the Company. Either the Company or you may designate a different address by written notice to the other. Such notices
    are deemed to be received, if delivered personally, on the date of delivery, and if sent by prepaid, registered mail, on the
    fifth business day following the date of mailing. Any notice given by either you or the Company is not binding on the recipient
    thereof until received.
	 	 	 
	 	7.	When
    the issuance of Common Shares on the exercise of this Option may, in the opinion of the Company, conflict or be inconsistent
    with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to refuse
    to issue such Common Shares for so long as such conflict or inconsistency remains outstanding.
	 	 	 
	 	8.	Subject
    to Section 4.6 of the Plan, this Option may only be exercised during your lifetime by you personally and, subject to Section
    4.12 of the Plan, no assignment or transfer of this Option, whether voluntary, involuntary, by operation of law or otherwise,
    vests any interest or right in such Option whatsoever in any assignee or transferee, and immediately upon any assignment or
    transfer or any attempt to make such assignment or transfer, this Option terminates and is of no further force or effect.
    Complete details of this restriction are set out in the Plan.


 




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	 	9.	You
    agree that any rule, regulation or determination, including the interpretation by the Board of the Plan, this Option and its
    exercise, is final and conclusive for all purposes and binding on all persons including the Company and you.
	 	 	 
	 	10.	This
    Option Agreement has been made in and is to be construed under and in accordance with the laws of the Province of British
    Columbia and the laws of Canada applicable therein.


 


ADDITIONAL
U.S. TERMS AND CONDITIONS


 


	 	11.	The
    Company may postpone the issuance of Common Shares until it receives satisfactory proof that the issuance of such Common Shares
    will not violate any of the provisions of the Securities Act of 1933, as amended (the “Securities Act”),
    or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission (“SEC”)
    promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities,
    or until there has been compliance with the provisions of such acts or rules. You understand that the Company is under no
    obligation to register or qualify the Common Shares with the SEC, any state securities commission or any stock exchange to
    effect such compliance.
	 	 	 
	 	12.	Purchase
    for Purpose of Investment.
	 	 	 
	 	(a)	Securities
    Law Restrictions. Regardless of whether the offering and sale of Common Shares under the Plan have been registered under
    the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion
    may impose restrictions upon the sale, pledge or other transfer of such Common Shares (including the placement of appropriate
    legends on certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions
    are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any
    other law.
	 	 	 
	 	(b)	Market
    Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an
    effective registration statement filed under the Securities Act, including the Company’s Initial Public Offering, you
    shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option
    or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer,
    or agree to engage in any of the foregoing transactions with respect to, any Common Shares acquired under this Option Agreement
    without the prior written consent of the Company. Such restriction (the “Market Stand-Off”) shall be in
    effect for such period of time following the date of the final prospectus for the offering as may be required by the Company;
    provided, however, that with respect to any particular underwritten public offering, such period shall not exceed 180 days.


 




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	 	 	In
    the event of any adjustment of, changes in or additions to the Common Shares, any new, substituted or additional interests
    or securities which are by reason of such adjustment, change or addition distributed with respect to any Common Shares subject
    to the Market Stand-Off, or into which such Common Shares thereby become convertible, shall immediately be subject to the
    Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect
    to the Common Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company’s
    underwriters shall be beneficiaries of the agreement set forth in this Section 13(b). This Section 13(b) shall not apply to
    Common Shares that are registered in a public offering under the Securities Act.
	 	 	 
	 	 (c)	Investment
    Intent at Grant. You represent and agree that at the time of grant the Common Shares to be acquired upon exercising this
    Option will be acquired for investment, and not with a view to the sale or distribution thereof.
	 	 	 
	 	 (d)	Investment
    Intent at Exercise. In the event that the sale of Common Shares under the Plan is not registered under the Securities
    Act but an exemption is available which requires an investment representation or other representation, you shall represent
    and agree at the time of exercise that the Common Shares being acquired upon exercising this Option are being acquired for
    investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed
    necessary or appropriate by the Company and its counsel.
	 	 	 
	 	 (e)	Legends.
    If the Company chooses to deliver certificates to evidence the Common Shares purchased under this Option Agreement in
    an unregistered transaction all such certificates shall bear the following or a substantially similar legend (and such other
    restrictive legends as are required or deemed advisable under the provisions of any applicable law):
	 	 	 
	 	 	“THE
    SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
    AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD
    OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (A) REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
    LAWS OF ANY OTHER JURISDICTION, OR (B) IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, SUCH
    OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.”
	 	 	 
	 	 (f)	Removal
    of Legends. If, in the opinion of the Company and its counsel, any legend placed on a share certificate representing Common
    Shares sold under this Option Agreement is no longer required, the holder of such certificate shall be entitled to exchange
    such certificate for a certificate representing the same number of Common Shares but without such legend.
	 	 	 
	 	 (g)	Administration.
    Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 13 shall
    be conclusive and binding on you and all other persons.
	 	 	 
	 	 13.	You
    acknowledge and agree that the Company makes no representation about the applicability of Section 409A of the Internal Revenue
    Code of 1986, as amended (“Section 409A”) to this Option Agreement and you covenant and agree that the
    Company shall have no liability to you in the event that Section 409A applies to this Option Agreement. You acknowledge and
    agree that you are solely responsible for all U.S. tax obligations arising in relation to this Option Agreement.
	 	 	 
	 	 	In
    the event that any non-qualified deferred compensation (as determined under Section 409A) is payable upon your Separation
    from Service (as defined below) under this Option Agreement, or any other plan in which you participate, then notwithstanding
    anything else in the applicable agreement or plan, if you are a Specified Employee (as defined below), no amount shall be
    payable prior to the six months from the date that you experience a Separation from Service.
	 	 	 
	 	 	For
    the purposes of this Section 14, “Separation from Service” shall have the meaning given thereto under Section
    409A and the regulations and authority thereunder; and “Specified Employee” shall have the meaning set
    forth in Section 409A and the regulations and authority thereunder and shall be determined in accordance with the Company’s
    regular process for the identification of “Specified Employees”.
	 	 	 
	 	14. 	[This
    Option is for non-qualified share options and is not intended to be an ISO under Section 422 of the Internal Revenue Code.]1
    / [This Option is intended to be an ISO and the Optionee acknowledges and agrees that Section 4.11 of the Plan
    is applicable to this Option and the Optionee.]2


 





 



1
Insert for U.S. taxpayers if the Options are not intended to be ISOs.


2
Insert for U.S. taxpayers if the Options are intended to be ISOs.


 




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SCHEDULE
“B”


 


Form
of Exercise Notice – Options


 


I,________________________________________________,
hereby exercise the option to purchase _______________ Common Shares (each, a “Common Share”) in the capital
of Gold Royalty Corp. (the “Company”) at a purchase price of $______ per Common Share. This Exercise Notice
is delivered in respect of the option to purchase ________________ Common Shares (the “Option”) that was granted
to me on _______________________ pursuant to the Option Agreement entered into between the Company and me.


 


In
connection with the foregoing (check one):


 


_____I
enclose cash, a certified cheque, bank draft or money order payable to the Company in the amount of $____________ as full payment
for the Common Shares to be received upon exercise of the Option; or


 


_____Pursuant
to Section 4.5(b) of the Company’s Equity Incentive Plan dated October 19th, 2020 (as the same may be amended, restated
or replaced from time to time), I exchange the vested Option for Common Shares on a net issuance basis.


 


	 	 
	Date	 
	 	 
	 	 
	Optionee’s
    Signature	 


 




    	B-1