Exhibit
4.1


 


CURALEAF
HOLDINGS, INC.


2018
STOCK AND INCENTIVE PLAN


 


ADOPTED
BY THE BOARD OF DIRECTORS: October 25, 2018


APPROVED BY THE COMPANY’S SHAREHOLDERS: October 12, 2018


AMENDED BY THE BOARD OF DIRECTORS: November 12, 2020


 


Section
1. Purpose


 


The
purpose of the Plan is to promote the interests of the Company and its shareholders 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 shareholders.


 


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.


 


(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. At any time that the Company is an SEC registrant and is not a “foreign private issuer” for
purposes of the Securities Act and the Exchange Act, 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 of the Exchange Act, and each member
of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act.


 


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


 









     


     


    

 


(h)
             “CSE” means the Canadian Securities
Exchange”




 


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




 


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




 


(k)              
 “Effective Date” shall mean the date the Plan is adopted by the Board, as set forth in Section 11.


 


(l)               
 “Eligible Person” shall mean any employee, officer or Non-Employee Director of the Company or any Affiliate;
and any consultant, independent contractor or advisor who is a natural person providing bona fide services to the Company or any
Affiliate so long as such services are not in connection with the offer or sale of securities in a capital-raising transaction,
and do not directly or indirectly promote or maintain a market for the Company’s securities.


 


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


 


(n)              
 “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, and 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
market price of the Shares on the CSE on (i) the trading day prior to the date of grant of the Options, and (ii) 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 “asked” 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 “asked” 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.


 


(o)              
 “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.


 


(p)              
 “Listed Security” means any security of the Company that is listed or approved for listing on a U.S. national
securities exchange or designated or approved for designation as a national market system security on an interdealer quotation
system by the U.S. Financial Industry Regulatory Authority (or any successor thereto).


 


(q)              
“Multiple Voting Shares” shall mean the multiple voting shares of the Company, each of which carries 100 votes
and is convertible, in certain limited circumstances, into 100 Subordinate Voting Shares.





 






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(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 of the Company.


 


(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 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.


 


(dd)            “Share”
or “Shares” shall mean Subordinate Voting Shares 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.





 






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


 


(gg)            “Super
Voting Shares” shall mean the super voting shares of the Company, each of which carries 1000 votes and is convertible,
in limited circumstances, into a Multiple Voting Share.


 


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


 


(ii)               “United
States” shall mean the United States of America, its territories and possession, any State of the United States, and
the District of Columbia.


 


(jj)               “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 10% of the number of Shares outstanding, and for clarity, including the number
of Shares issuable on conversion of the Super Voting Shares and the Multiple Voting Shares. 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.


 


		(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.






 






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		(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 limitation 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. If, and 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.


 


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.


 






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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 held by a non-U.S. Award Holder 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.



 


		(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.






 






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		(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.



 


		(B)	Subject
                                         to adjustment pursuant to Section 4(c) and the overall Plan limitation under Section
                                         4(a), the maximum number of Shares that may be issued pursuant to Incentive Stock Options
                                         shall not exceed 71,566,480 Shares.



 


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



 


		(D)	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.



 


		(E)	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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		(F)	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.



 


(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.


 


(g)          
General




 


		(i)	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 shareholders 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.



 


		(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.



 






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Section 7. Amendment and Termination; Corrections


 


(a)          
Amendments to the Plan and Awards. The Board 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, and any such amendment, alteration, suspension, discontinuation or termination
of an Award will be in compliance with CSE Policies. For greater certainty and without limiting the foregoing, the Board 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 shareholders 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



 


		(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 shareholders of the Company shall be required for any amendment to the Plan or
an Award that would:


 


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



 


		(ii)	increase the number of shares authorized under the Plan as specified in Section 4 of the Plan;



 






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



 


		(iv)	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;



 


		(v)	permit Options to be transferable other than as provided in Section 6(g)(ii);



 


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



 


		(vii)	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;



 


		(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;



 






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		(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 shareholders
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


 


If the Awards and the Shares
are not registered under the Securities Act or any state securities laws, the Awards may not be exercised in the United States
unless an exemption from the registration requirements of the Securities Act is available. Any Awards or Shares issued to a Participant
in the United States that have not been registered under the Securities Act will be deemed “restricted securities”
(as such term is defined in Rule 144(a)(3) under the Securities Act) and 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 Securities Act and the securities laws of all applicable states or available exemptions therefrom.
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)          
Provision of Information. At least annually, copies of the Company’s balance sheet and income statement for
the just completed fiscal year shall be made available to each Participant and purchaser of shares upon the exercise of an Award;
provided, however, that this requirement shall not apply if all offers and sales of securities pursuant to the Plan and any Award
Agreement comply with all applicable conditions of Rule 701 under the Securities Act. The Company shall not be required to provide
such information to key persons whose duties in connection with the Company assure them access to equivalent information


 


(d)          
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.


 


(e)          
No Rights of Shareholders. 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 shareholder 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.


 


(f)           
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.


 






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(g)           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.


 


(h)          
Governing Law. The internal law, and not the law of conflicts, of Delaware 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.


 


(i)           
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.


 


(j)           
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.


 


(k)          
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.


 


(l)           
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.


 


(m)         
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.


 






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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.


 


Section 12. Effective Date of the Plan


 


The Plan was adopted by the
Board on October 25, 2018. The Plan shall be subject to approval by the shareholders of the Company which approval will be within
12 months after the date the Plan is adopted by the Board.


 


Section 13. Term of the Plan


 


No Award shall
be granted under the Plan, and the Plan shall terminate, on the earlier of (i)  October
12, 2028 or the tenth anniversary of the date the Plan is approved by the shareholders 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 Board to amend the
Plan, shall extend beyond the termination of the Plan.


 






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ADDENDUM A


 


2018 Stock and Incentive Plan


 


(California Participants)


 


Prior to the date, if ever,
on which the Shares becomes a Listed Security and/or the Company is subject to the reporting requirements of the Exchange Act,
the terms set forth herein shall apply to Awards issued to California Participants. “California Participant” means
a Participant whose Award is issued in reliance on Section 25102(o) of the California Corporations Code. All capitalized terms
used herein but not otherwise defined shall have the respective meanings set forth in the Plan.


 


1.            
The following rules shall apply to any Option in the event of termination of the Participant’s service to the Company
or an Affiliate:


 


(a)          
If such termination was for reasons other than death, “Permanent Disability” (as defined below), or cause, the
Participant shall have at least 30 days after the date of such termination to exercise his or her Option to the extent the Participant
is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration
of the term as set forth in the Option Agreement.


 


(b)          
If such termination was due to death or Permanent Disability, the Participant shall have at least 6 months after the date
of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination
date, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the Option Agreement.


 


“Permanent Disability” for
purposes of this Addendum shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the
Company, to perform the major duties of the Participant’s position with the Company or any Affiliate because of the sickness
or injury of the Participant.


 


2.            
Notwithstanding anything to the contrary in any section within the Plan itself, the Committee shall in any event make such
adjustments as may be required by Section 25102(o) of the California Corporations Code.


 


3.            
Notwithstanding anything stated herein to the contrary, no Option shall be exercisable on or after the 10th anniversary
of the date of grant and any Award Agreement shall terminate on or before the 10th anniversary of the date of grant.


 


4.             The
Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and
results of operations, consistent with the requirements of applicable law, at least annually to each California Participant
during the period such Participant has one or more Awards outstanding, and in the case of an individual who acquired Shares
pursuant to the Plan, during the period such Participant owns such Shares; provided, however, the Company shall not be
required to provide such information if (i) the issuance is limited to key persons whose duties in connection with the
Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule
701 of the Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall
be considered a “family member” as that term is defined in Rule 701.


 


5.            
The Plan or any increase in the maximum aggregate number of Shares issuable thereunder as provided in Section 4(a) (the
 “Authorized Shares”) shall be approved by a majority of the outstanding securities of the Company entitled to vote
by the later of (a) a period beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof
by the Board or (b) the first issuance of any security pursuant to the Plan in the State of California (within the meaning of Section
25008 of the California Corporations Code). Awards granted prior to security holder approval of the Plan or in excess of the Authorized
Shares previously approved by the security holders shall become exercisable no earlier than the date of shareholder approval of
the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder
approval is not received in the manner described in the preceding sentence. Notwithstanding the foregoing, a foreign private issuer,
as defined by Rule 3b-4 of the Exchange Act of 1934 shall not be required to comply with this paragraph provided that the aggregate
number of persons in California granted options under all option plans and agreements and issued securities under all purchase
and bonus plans and agreements does not exceed 35.


 






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