Exhibit
10.23.1


 


 


TMC THE METALS COMPANY INC.


 


2021 INCENTIVE EQUITY PLAN


 


1. DEFINITIONS.


 


Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this TMC the metals company Inc. 2021 Incentive Equity Plan, have the following meanings:


 


Active Employment means the period in which a Participant who
is an Employee performs work for the Company or an Affiliate. For certainty, “Active Employment” shall be deemed to include
only the period of minimum notice of termination as may be required to be provided to a Participant pursuant to applicable employment
standards legislation but shall exclude any other period that follows the later of the end of the minimum statutory notice period or the
Participant’s last day of performing work for the Company or an Affiliate, including at common law.


 


Active Engagement means any period in which a Participant who
is not an Employee provides services to the Company or an Affiliate. For certainty, “Active Engagement” shall exclude any
period that follows, or ought to have followed, a Participant’s last day of providing services to the Company or an Affiliate, including
at common law.


 


Administrator means the Board of Directors, unless it has delegated
power to act on its behalf to the Committee, in which case the term “Administrator” means the Committee.


 


Affiliate means a corporation or other entity, which, for purposes
of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means a written or electronic document setting forth
the terms of a Stock Right delivered pursuant to the Plan, in such form as the Administrator shall approve.


 


Board of Directors means the Board of Directors of the Company.


 


Cause means, with respect to a Participant: (a) “Cause”
as defined in such Participant’s written employment or service agreement with the Company or an Affiliate; or (b) if there is no
such defined term, then: (i) dishonesty with respect to the Company or any Affiliate, (ii) gross negligence, serious misconduct or a material
failure to discharge the duties relating to the employment or service with the Company or Affiliate, including insubordination, (iii)
material breach by a Participant of any provision of any written employment, consulting, advisory, nondisclosure, non-competition or similar
agreement between the Participant and the Company or any Affiliate or any material written policy of the Company or any Affiliate, or
(iv) any act or omission which would constitute Cause at common law.


 


Closing means the date on which the transactions contemplated
by the Business Combination Agreement among the Company, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing
under the laws of British Columbia, and DeepGreen Metals Inc., a company existing under the laws of British Columbia, dated March 4, 2021,
are consummated.


 


Code means the United States Internal Revenue Code of 1986,
as amended including any successor statute, regulation and guidance thereto.


 


Committee means the committee of the Board of Directors, if
any, to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.


 


Common Shares means the Common Shares of the Company.


 


Company means TMC the metals company Inc. a company existing
under the laws of British Columbia, Canada.


 


Consultant means any natural person who is an advisor or consultant
who provides bona fide services to the Company or its Affiliates, provided that 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
or its Affiliates’ securities.






 






     


     


    

 


Corporate Transaction means a merger, consolidation, or sale
of all or substantially all of the Company’s assets or the acquisition of all of the outstanding voting stock of the Company (or
similar transaction) in a single transaction or a series of related transactions by a single entity, other than a transaction to merely
change the state of incorporation or in which the Company is the surviving corporation. Where a Corporate Transaction involves a tender
offer that is reasonably expected to be followed by a merger (as determined by the Administrator), the Corporate Transaction will be deemed
to have occurred upon consummation of the tender offer.


 


Date of Disability means: (a) the date on which a Participant’s
service is deemed terminated due to a Disability in accordance with a Participant’s written employment or service agreement with
the Company or an Affiliate or, (b) if there is no such defined term, on the last day of the relevant period as set out in the definition
of Disability herein, subject to applicable human rights legislation.


 


Disability or Disabled has the meaning attributed thereto
in a Participant’s written employment or service agreement with the Company or an Affiliate or, if there is no such defined term,
means the Participant’s inability to substantially fulfil his or her duties on behalf of the Company or Affiliate as a result of
illness or injury for a continuous period of nine (9) months or more or for an aggregate period of twelve (12) months or more during any
consecutive twenty-four (24) month period.


 


Employee means any employee of the Company or of an Affiliate
(including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated
by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.


 


Exchange Act means the United States Securities Exchange Act
of 1934, as amended.


 


Fair Market Value of a Common Share means:


 


(a) If the Common Shares
are listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the
Common Shares, the closing or, if not applicable, the last price of the Common Shares on the composite tape or other comparable reporting
system for the trading day on the applicable date and if such applicable date is not a trading day, the last market trading day prior
to such date;


 


(b) If the Common Shares
are not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported
for the Common Shares for the trading day referred to in clause (a), and if bid and asked prices for the Common Shares are regularly
reported, the mean between the bid and the asked price for the Common Shares at the close of trading in the over-the-counter market for
the most recent trading day on which Common Shares was traded on the applicable date and if such applicable date is not a trading day,
the last market trading day prior to such date; and


 


(c) If the Common Shares
are neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good
faith, shall determine in compliance with applicable laws.


 


Option means an option to acquire Common Shares granted under
the Plan.


 


Participant means an Employee, director or Consultant of the
Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant” shall include
“Participant’s Survivors” where the context requires.


 


Performance-Based Award means a Stock Grant or Stock-Based Award
which vests based on the attainment of written Performance Goals as set forth in Paragraph 9 hereof.


 


Performance Goals means performance goals determined by the
Committee in its sole discretion and set forth in an Agreement. The satisfaction of Performance Goals shall be subject to certification
by the Committee. The Committee has the authority to take appropriate action with respect to the Performance Goals (including, without
limitation, making adjustments to the Performance Goals or determining the satisfaction of the Performance Goals in connection with a
Corporate Transaction) provided that any such action does not otherwise violate the terms of the Plan.


 


Permitted Designee means, with respect to a Participant: (a)
an entity that is wholly-owned by the Participant; (b) a spouse (common law or otherwise) or child (natural or adopted) of the Participant;
(c) the estate and heirs and beneficiaries (arising from death) of the Participant and persons identified in (b) herein; or (d) a corporation,
incorporated association or organization, body corporate, partnership, trust, association or other entity, the sole shareholders, partners
or beneficiaries of which only include the Participant and persons referred to in (b) or (c) herein.




 






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Plan means this TMC the metals company Inc. 2021 Incentive Equity
Plan.


 


SAR means a stock appreciation right.


 


Securities Act means the United States Securities Act of 1933,
as amended.


 


Shares means Common Shares as to which Stock Rights have been
or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within
the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held
by the Company in its treasury, or both.


 


Stock-Based Award means a grant by the Company under the Plan
of an equity award or an equity based award, which is not an Option, or a Stock Grant.


 


Stock Grant means a grant by the Company of Shares under the
Plan.


 


Stock Right means an Option, a Stock Grant or a Stock-Based
Award or a right to Shares or the value of Shares of the Company granted pursuant to the Plan.


 


Substitute Award means an award issued under the Plan in substitution
for one or more equity awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition.


 


Survivor means a deceased Participant’s legal representatives
and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws of descent and distribution.


 


Termination Date means, in respect of a Participant, such Participant’s
last day of Active Employment or Active Engagement (as applicable) with the Company or an Affiliate, whether such date is selected by
the Participant, by mutual agreement between the Company or an Affiliate and the Participant, or unilaterally by the Company or an Affiliate.


 


2. PURPOSES
OF THE PLAN.


 


The Plan is intended to encourage ownership of Shares
by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to
induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success
of the Company or of an Affiliate. The Plan provides for the granting of Options, Stock Grants and Stock-Based Awards.


 


3. SHARES
SUBJECT TO THE PLAN.


 


(a) The number of Shares that may be issued
from time to time pursuant to this Plan shall be 24,682,386 Common Shares; provided that 2,243,853 of the outstanding Common Shares
shall only be available for Stock Rights made to non-employee directors of the Company.


 


(b) Notwithstanding
Subparagraph (a) above, on the first day of each fiscal year of the Company during the period beginning in fiscal year 2022 and ending
on the tenth anniversary of the Closing, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased
automatically by an amount equal to the lesser of (i) 4% of the number of outstanding Common Shares on such date and (ii) an amount determined
by the Administrator (the “Annual Increase”).


 


(c) If an Option ceases to be “outstanding”,
in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares
issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated
or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available
for issuance from time to time pursuant to this Plan; provided, however, that the number of Shares underlying any awards under the Plan
that are retained or repurchased on the exercise of an Option or the vesting or issuance of any Stock Right to cover the exercise price
and/or tax withholding required by the Company in connection with vesting shall not be added back to the Shares available for issuance
under the Plan. In addition, any Shares repurchased using exercise price proceeds will not be available for issuance under the Plan.




 






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(e) The Administrator
may grant Substitute Awards under the Plan. To the extent consistent with applicable legal requirements (including applicable stock exchange
requirements), Shares issued in respect of Substitute Awards will be in addition to and will not reduce the shares available under the
Plan. Notwithstanding the foregoing, if any Substitute Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited
to or repurchased by the Company without the issuance or retention of Shares, the Shares previously subject to such Award will not be
available for future issuance under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan
apply to Substitute Awards, if at all; provided, however, that Substitute Awards will not be subject to the limits described in Paragraph
4(c) below.


 


4. ADMINISTRATION
OF THE PLAN.


 


The Administrator of the Plan will be the Board
of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall
be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:


 


(a) Interpret the provisions
of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration
of the Plan;


 


(b) Determine which
Employees, directors and Consultants shall be granted Stock Rights;


 


(c) Determine the number
of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall the aggregate grant date
fair value (determined in accordance with ASC 718) of Stock Rights to be granted and any other cash compensation paid to any non-employee
director in any calendar year, exceed US$500,000, increased US$750,000 in the year in which such non-employee director initially joins
the Board of Directors.


 


(d) Specify the terms
and conditions upon which a Stock Right or Stock Rights may be granted provided that no dividends or dividend equivalents shall be paid
on any Stock Right prior to the vesting of the underlying Shares.


 


(e) Amend any term
or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited by the Plan and (ii)
any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s
consent or in the event of death of the Participant the Participant’s Survivors.


 


(f) Determine and make
any adjustments in the Performance Goals included in any Performance-Based Awards; and


 


(g) Adopt any sub-plans
applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of
any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the
Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock
Right;


 


Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the
Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors
may take any action under the Plan that would otherwise be the responsibility of the Committee.


 


To the extent permitted under applicable law, the
Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members
and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the
Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the
Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer” of the Company as
defined by Rule 16a-1 under the Exchange Act.


 


5. ELIGIBILITY
FOR PARTICIPATION.


 


The Administrator will, in its sole
discretion, name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant
of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may
authorize the grant of a Stock Right to a person in anticipation of such person becoming an Employee, director or Consultant of the
Company or of an Affiliate, provided, that the actual grant of such Stock Right shall be conditioned upon such person becoming
eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. Options,
Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate. The
granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify that individual from,
participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any
Affiliate for Employees, directors or Consultants.


 






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A Participant to whom an Option is granted may request,
by written notice to the Administrator, to have such Options issued in the name of a Permitted Designee. The Administrator may, in its
sole and absolute discretion, accept or reject such request, provided that if the request is accepted: (a) the Participant and the Permitted
Designee shall execute and deliver to the Company an instrument in writing providing such representations, warranties and covenants as
the Company may require (including satisfying the Company that the intended designee is a Permitted Designee), and (b) the Company is
satisfied, in its sole and absolute discretion, that the Company may do so (i) in compliance with all applicable laws (including the Exchange
Act and the Securities Act), and (ii) without imposing any additional financial or other obligations upon the Company. If the Permitted
Designee ceases at any time to qualify as a Permitted Designee of the Participant, then any Option held by such Permitted Designee shall
immediately terminate and be of no further force and effect.


 


References in Section 4(c) of the Plan to limits
on the number of Shares under Stock Rights which may be granted shall be read as being the cumulative aggregation of Stock Rights granted
to a Participant and such Participant’s Permitted Designees. The Permitted Designee shall be bound by the same provisions, effects
and limitations set forth in the Plan (including, for greater certainty, the provisions of Sections 4(c), 9 and 14-22 inclusive), such
that the effect of any provision on a Participant shall apply to the Participant’s Permitted Designee.


 


6. TERMS
AND CONDITIONS OF OPTIONS.


 


Each Option shall be set forth in an Option Agreement
duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may
provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under
this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company
of this Plan or any amendments thereto. In addition, the Option Agreements shall be subject to at least the following terms and conditions:


 


(a) Options:
Each Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest
of the Company, subject to the following minimum standards for any such Option:


 


(i) Exercise Price: Each
Option Agreement shall state the exercise price (per share) of the Shares covered by each Option which exercise price shall be determined
by the Administrator and shall be at least equal to the Fair Market Value per Common Share on the date of grant of the Option, unless
otherwise determined by the Administrator.


 


(ii) Number of Shares:
Each Option Agreement shall state the number of Shares to which it pertains.


 


(iii) Vesting: Each Option
Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may
provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of
certain performance conditions or the attainment of stated goals or events.


 


(iv) Term of Option: Each
Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide.


 


(b) Except in connection with a corporate
transaction involving the Company (which term includes, without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares) or as
otherwise contemplated by Paragraph 25 below, the Company may not, without obtaining stockholder approval, (i) amend the terms of
outstanding Options to reduce the exercise price of such Options, (ii) cancel outstanding Options in exchange for Options that have
an exercise price that is less than the exercise price value of the original Options, or (iii) cancel outstanding Options that have
an exercise price greater than the Fair Market Value of a Share on the date of such cancellation in exchange for cash or other
consideration.


 






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7. TERMS
AND CONDITIONS OF STOCK GRANTS.


 


Each Stock Grant to a Participant shall state the
principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.
The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines
to be appropriate and in the best interest of the Company, subject to the following minimum standards:


 


(a) Each Agreement
shall state the purchase price per Share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined
by the Administrator on the date of the grant of the Stock Grant;


 


(b) Each Agreement
shall state the number of Shares to which the Stock Grant pertains;


 


(c) Each Agreement
shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time
period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the purchase price
therefor, if any; and


 


(d) Dividends (other
than stock dividends to be issued pursuant to Paragraph 25 of the Plan) may accrue but shall not be paid prior to the time, and may be
paid only to the extent that, the restrictions or rights to reacquire the Shares subject to the Stock Grant lapse.


 


8. TERMS
AND CONDITIONS OF OTHER STOCK-BASED AWARDS.


 


The Administrator shall have the right to grant
other Stock-Based Awards based upon the Common Shares having such terms and conditions as the Administrator may determine, including,
without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of
SARs, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed
by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved
by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest
of the Company. Each Agreement shall include the terms of any right of the Company including the right to terminate the Stock-Based Award
without the issuance of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares shall be issued, provided
that dividends (other than stock dividends to be issued pursuant to Paragraph 25 of the Plan) or dividend equivalents may accrue but shall
not be paid prior to and may be paid only to the extent that the Shares subject to the Stock-Based Award vest. Under no circumstances
may the Agreement covering SARs (a) have an exercise or base price (per share) that is less than the Fair Market Value per Common Share
on the date of grant or (b) expire more than ten years following the date of grant.


 


9. PERFORMANCE-BASED
AWARDS.


 


The Committee shall determine whether, with respect
to a performance period, the applicable Performance Goals have been met with respect to a given Participant and, if they have, to so certify
and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be issued for such performance period
until such certification is made by the Committee. The number of Shares issued in respect of a Performance-Based Award determined by the
Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period, and any dividends (other than stock dividends to be issued pursuant to Paragraph 25 of the Plan)
or dividend equivalents that accrue shall only be paid in respect of the number of Shares earned in respect of such Performance-Based
Award.


 


10. EXERCISE
OF OPTIONS AND ISSUE OF SHARES.


 


An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may
include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph
for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option
Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form
acceptable to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall
contain any representation required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which
such Option is being exercised shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of
the Administrator, through delivery of Common Shares held for at least six months (if required to avoid negative accounting
treatment) having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of
Shares as to which the Option is being exercised; or (c) at the discretion of the Administrator, by having the Company retain
from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date
of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; (d) at the
discretion of the Administrator, by permitting the Participant to surrender such number of Options in respect of Shares having a
Fair Market Value that, when the aggregate exercise price of such Options is subtracted from such Fair Market Value, equals a
difference as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being
exercised; or (e) at the discretion of the Administrator, in accordance with a cashless exercise program established with a
securities brokerage firm, and approved by the Administrator, providing for the sale of securities on the Participant’s
behalf; or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above or (g) at the
discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.


 






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The Company shall then reasonably promptly deliver
the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be). In
determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares
may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including, without
limitation, federal securities laws) that requires the Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 


11. PAYMENT
IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


Any Stock Grant or Stock-Based Award requiring payment
of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in United States
dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of Common Shares held for at least six months
(if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date of payment to the purchase price
of the Stock Grant or Stock-Based Award; or (c) by delivery of a promissory note, if the Board of Directors has expressly authorized the
loan of funds to the Participant for the purpose of enabling or assisting the Participant to effect such purchase; (d) at the discretion
of the Administrator, by any combination of (a) through (c) above; or (e) at the discretion of the Administrator, by payment of such other
lawful consideration as the Administrator may determine.


 


The Company shall when required by the applicable
Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to
the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining
what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed
by the Company if the Administrator determines it is necessary to comply with any law or regulation (including, without limitation, federal
securities laws) which requires the Company to take any action with respect to the Shares prior to their issuance.


 


12. RIGHTS
AS A SHAREHOLDER.


 


No Participant to whom a Stock Right has been granted
shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise of an Option or issuance
of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the Shares being purchased and
registration of the Shares in the Company’s share register in the name of the Participant. In addition, at the discretion of the
Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance with the Securities
Act without registration thereunder.


 


13. ASSIGNABILITY
AND TRANSFERABILITY OF STOCK RIGHTS.


 


By its terms, a Stock Right granted to a Participant
shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by
the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred by a Participant
for value.



 






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The designation of a beneficiary of a Stock Right by a Participant,
with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited
by this Paragraph. Except as provided above during the Participant’s lifetime a Stock Right shall only be exercisable by or issued
to such Participant (or his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or
the levy of any attachment or similar process upon a Stock Right, shall be null and void.


 


14. EFFECT
ON OPTIONS OF CESSATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.


 


Except as otherwise provided in a Participant’s
Option Agreement in the event of a cessation of service (whether as an Employee, director or Consultant) with the Company or an Affiliate
before the Participant has exercised an Option, the following rules apply:


 


(a) A Participant who
ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than for Cause, Disability, or
death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise any Option granted to such Participant
to the extent that the Option is exercisable on the Termination Date, but only within such term as the Administrator has designated in
a Participant’s Option Agreement. Except as otherwise determined by the Administrator, any Option, or portion thereof, that is not
exercisable on the Termination Date will automatically terminate and become void on the Termination Date.


 


(b) The provisions
of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled or dies
after their Termination Date; provided, however, in the case of a Participant’s Disability or death within three months after the
Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date,
but in no event after the date of expiration of the term of the Option.


 


(c) Notwithstanding
anything herein to the contrary, if subsequent to a Participant’s Termination Date, but prior to the exercise of an Option, the
Administrator determines that, prior to the Participant’s Termination Date, the Participant engaged in conduct which would constitute
Cause, then any Option which the Participant has not exercised at such time will automatically terminate and become void.


 


(d) A Participant to
whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability
other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period
of any such absence, be deemed, by virtue of such absence alone, to have ceased to provide service (whether as an Employee, director or
Consultant) to the Company or an Affiliate, except as the Administrator may otherwise expressly provide to the extent permitted by applicable
legislation.


 


(e) Except as required
by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by any change of
a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an Employee, director
or Consultant of the Company or any Affiliate.


 


15. EFFECT
ON OPTIONS OF CESSATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided in a Participant’s
Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the
Company or an Affiliate ceases for Cause prior to the time that all his or her outstanding Options have been exercised:


 


(a) All outstanding
and unexercised Options as of the Termination Date will immediately terminate and become void.


 


(b) It is not necessary
that the Administrator’s finding of Cause occur prior to the Termination Date. If the Administrator determines, subsequent to a
Participant’s Termination Date but prior to the exercise of an Option, that prior to the Participant’s Termination Date, the
Participant engaged in conduct which would constitute Cause, then such Option will automatically terminate and become void.



 






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16. EFFECT
ON OPTIONS OF CESSATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided in a Participant’s
Option Agreement:


 


(a) A Participant who
ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted
to such Participant to the extent that the Option has become exercisable but has not been exercised as of the Date of Disability; and
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through to the Date of Disability
of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration
shall be based upon the number of days accrued in the current vesting period prior to Date of Disability.


 


(b) A Disabled Participant
may exercise the Option only within the period ending one year after the Date of Disability, notwithstanding that the Participant might
have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had continued to be an Employee,
director or Consultant or, if earlier, within the originally prescribed term of the Option.


 


17. EFFECT
ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided in a Participant’s
Option Agreement:


 


(a) In the event of
the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate, such Option
may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but has not been exercised
on the date of death; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through
the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The
proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.


 


(b) If the Participant’s
Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death
of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on
a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier, within the originally
prescribed term of the Option.


 


18. EFFECT
OF CESSATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED AWARDS.


 


In the event of a cessation of service (whether
as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant
or a Stock-Based Award and paid the purchase price, if required, such grant will automatically terminate on the Termination Date, Date
of Disability or date of death, as applicable.


 


For purposes of this Paragraph 18 and Paragraph
19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with the Company
or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who
is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone,
to have ceased to provide service (whether as an Employee, director or Consultant) to the Company or an Affiliate, except as the Administrator
may otherwise expressly provide to the extent permitted by applicable legislation.


 


In addition, for purposes of this Paragraph 18 and
Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a
cessation of service (whether as an Employee, director or Consultant) so long as the Participant continues to be an Employee, director
or Consultant of the Company or any Affiliate.


 


19. EFFECT
ON STOCK GRANTS AND STOCK-BASED AWARDS OF CESSATION OF SERVICE OTHER THAN FOR CAUSE, DEATh or DISABILITY.


 


Except as otherwise provided in a
Participant’s Agreement, in the event of a cessation of service for any reason (whether as an Employee, director or
Consultant), other than for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before
all forfeiture provisions or Company rights of repurchase shall have lapsed, then as of the Termination Date the Company shall have
the right to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the
Company’s forfeiture or repurchase rights have not lapsed.


 






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20. EFFECT
ON STOCK GRANTS AND STOCK-BASED AWARDS OF CESSATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company
or an Affiliate ceases for Cause:


 


(a) All Shares subject
to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company shall have a repurchase
right shall be immediately forfeited to the Company as of the Termination Date.


 


(b) It is not necessary
that the Administrator’s finding of Cause occur prior to the Termination Date. If the Administrator determines, subsequent to a
Participant’s Termination Date, that prior to the Participant’s Termination Date, the Participant engaged in conduct which
would constitute Cause, then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture provisions
or as to which the Company had a repurchase right on the Termination Date shall be immediately forfeited to the Company.


 


21. EFFECT
ON STOCK GRANTS AND STOCK-BASED AWARDS OF CESSATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate
by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the Date
of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse
periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based
Award through to the Date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon
the number of days accrued prior to the Date of Disability.


 


22. EFFECT
ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director or Consultant
of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed
on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase
lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant
or Stock-Based Award through the date of death as would have lapsed had the Participant not died. The proration shall be based upon the
number of days accrued prior to the Participant’s date of death.


 


23. NO
Rights to Stock Rights or Damages.


 


No Participant shall have any claim to be granted
any Stock Right under the Plan, and there is no obligation for uniformity of treatment of Participants. The granting of any Stock Right
hereunder shall not impose any obligation on the Company to grant any Stock Right to any Participant in the future nor shall it entitle
any Participant to receive any further Stock Right. No Participant shall have any entitlement to damages or other compensation whatsoever
arising from or related to not receiving any Stock Right under the Plan, including with respect to any Stock Right which may have vested
or been granted after the Participant’s Termination Date, including but not limited to damages in lieu of notice at common law.


 


24. DISSOLUTION
OR LIQUIDATION OF THE COMPANY.


 


Upon the dissolution or liquidation of the
Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and
Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become
null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise
terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such
dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to
acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company,
any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically
provided in the applicable Agreement.


 






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25. ADJUSTMENTS.


 


Upon the occurrence of any of the following events,
a Participant’s rights with respect to any Stock Right granted to such Participant hereunder shall be adjusted as hereinafter provided,
unless otherwise specifically provided in a Participant’s Agreement.


 


(a) Changes with
respect to Common Shares.


 


(i) If (1) the
Common Shares shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any Common Shares
as a stock dividend on its outstanding Common Shares, or (2) additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such Common Shares, each Stock Right and the number of Common Shares
deliverable thereunder shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including,
in the exercise, base or purchase price per share and in the Performance Goals applicable to outstanding Performance-Based Awards to reflect
such events. The number of Shares subject to the limitations in Paragraphs 3(a), 3(b), 3(d) and 4(c) shall also be proportionately adjusted
upon the occurrence of such events.


 


(ii) The Administrator
may also make adjustments of the type described in Paragraph 25(a) above to take into account distributions to stockholders other than
those provided for in Paragraphs 25(b) below, or any other event, if the Administrator determines that adjustments are appropriate to
avoid distortion in the operation of the Plan or any Award.


 


(ii) References
in the Plan to Shares will be construed to include any stock or securities resulting from an adjustment pursuant to this Paragraph 25(a).


 


(b) Corporate Transactions.
If the Company is to be consolidated with or acquired by another entity in a Corporate Transaction, the Administrator or the board of
directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), may, as to outstanding
Options, take any of the following actions: (i) make appropriate provision for the continuation of such Options by substituting on an
equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding Common Shares
in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants,
provide that such Options must be exercised (either (A) to the extent then exercisable or (B) at the discretion of the Administrator,
any such Options being made partially or fully exercisable for purposes of this Subparagraph), within a specified number of days of the
date of such notice, at the end of which period such Options which have not been exercised shall terminate; or (iii) terminate such Options
in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of
the number of shares of Common Shares into which such Option would have been exercisable (either (A) to the extent then exercisable or,
(B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph)
less the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above,
in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than
cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors. For the avoidance of doubt, if the
per share exercise price of an Option or portion thereof is equal to or greater than the Fair Market Value of one Share of Common Shares,
such Option may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


With respect to outstanding Stock Grants or
Stock-Based Awards, the Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock
Grants or Stock-Based Awards on the same terms and conditions by substituting on an equitable basis for the Shares then subject to
such Stock Grants or Stock-Based Awards either the consideration payable with respect to the outstanding Shares of Common Shares in
connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in
connection with any Corporate Transaction, the Administrator may provide that each outstanding Stock Grant or Stock-Based Award
shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate
Transaction to a holder of the number of shares of Common Shares comprising such Stock Grant or Stock-Based Award (to the extent
such Stock Grant or Stock-Based Award is no longer subject to any forfeiture or repurchase rights then in effect or, at the
discretion of the Administrator, all forfeiture and repurchase rights being waived). For the avoidance of doubt, if the purchase or
base price of a Stock Grant or Stock-Based Award or portion thereof is equal to or greater than the Fair Market Value of one Share,
such Stock Grant or Stock-Based Award, as applicable, may be cancelled with no payment due hereunder or otherwise in respect
thereof.


 






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In taking any of the actions permitted under this
Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights held by a Participant,
or all Stock Rights of the same type, identically.


 


(c) Recapitalization
or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant
to which securities of the Company or of another corporation are issued with respect to the outstanding Common Shares, a Participant upon
exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the price
paid upon such exercise or acceptance if any, the number of replacement securities which would have been received if such Option had been
exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d) Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding Stock-Based
Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor Board
shall determine the specific adjustments to be made under this Paragraph 25, including, but not limited to the effect of any, Corporate
Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 


(e) Termination
of Awards upon Consummation of a Corporate Transaction. Except as the Administrator may otherwise determine, each Stock Right will
automatically terminate (and in the case of outstanding Shares of restricted Common Shares, will automatically be forfeited) immediately
upon the consummation of a Corporate Transaction, other than (i) any award that is assumed, continued or substituted pursuant to Paragraph
25(b) above, and (ii) any cash award that by its terms, or as a result of action taken by the Administrator, continues following the consummation
of the Corporate Transaction.


 


26. ISSUANCES OF
SECURITIES.


 


(a) Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights.
Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation,
securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


(b) The Company will
not be obligated to issue any Shares pursuant to the Plan or to remove any restriction from Shares previously issued under the Plan until:
(i) the Company is satisfied that all legal matters in connection with the issuance of such Shares have been addressed and resolved; (ii)
if the outstanding Shares is at the time of issuance listed on any stock exchange or national market system, the Shares to be issued have
been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the award
have been satisfied or waived. The Company may require, as a condition to the exercise of an award or the issuance of Shares under an
award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act
of 1933, as amended, or any applicable state or non-U.S. securities law. Any Shares issued under the Plan will be evidenced in such manner
as the Administrator determines appropriate, including book-entry registration or delivery of stock certificates. In the event that the
Administrator determines that stock certificates will be issued in connection with Shares issued under the Plan, the Administrator may
require that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company
may hold the certificates pending the lapse of the applicable restrictions.


 


27. FRACTIONAL
SHARES.


 


No fractional shares shall be issued under the Plan.
The person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value
thereof, provided that, notwithstanding the foregoing, in the case of any Stock Right subject to section 7 of the Income Tax Act (Canada),
the fractional shares subject to such Stock Right shall be rounded down to the nearest whole number of Shares with no further consideration
payable to the Participant.



 






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28. WITHHOLDING.


 


In the event that any federal, state, provincial
or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable
law or governmental regulation to be withheld in connection with the issuance of a Stock Right or Shares under the Plan, the Company or
an Affiliate may withhold the amount necessary to satisfy such obligations from any amount which would otherwise be delivered, provided
or paid to the Participant by the Company or an Affiliate, whether under this Plan or otherwise, or may require that the Participant advance
in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of
such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Shares or a promissory
note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for
purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph
1 above, as of the most recent practicable date. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings
required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer.


 


29. TERMINATION
OF THE PLAN.


 


The Plan will terminate on the date which is ten
years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the shareholders of
the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors of the Company; provided,
however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination. Termination
of the Plan shall not affect any Stock Rights theretofore granted.


 


30. AMENDMENT
OF THE PLAN AND AGREEMENTS.


 


The Plan may be amended by the shareholders of the
Company. The Plan may also be amended by the Administrator; provided that any amendment approved by the Administrator which the Administrator
determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval including, without
limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted
under the Plan for favorable federal income tax treatment as may be afforded ISOs under Section 422 and to the extent necessary to qualify
the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national automated quotation system
of securities dealers. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his
or her rights under a Stock Right previously granted to such Participant, unless such amendment is required by applicable law or necessary
to preserve the economic value of such Stock Right. With the consent of the Participant affected, the Administrator may amend outstanding
Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator,
outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. Nothing in this Paragraph
30 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 25.


 


31. EMPLOYMENT
OR OTHER RELATIONSHIP.


 


Nothing in this Plan or any Agreement shall be deemed
to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent
a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained
in employment or other service by the Company or any Affiliate for any period of time.


 


32. INDEMNITY.


 


Neither the Board of Directors nor the Administrator,
nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this
Plan, and the Company hereby agrees to indemnify the members of the Board or Directors, the members of the Committee, and the employees
of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising
from any such act, omission, interpretation, construction or determination to the full extent permitted by law.



 






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33. CLAWBACK.


 


Notwithstanding anything to the contrary contained
in this Plan, the Company may recover from a Participant any compensation received from any Stock Right (whether or not settled) or cause
a Participant to forfeit any Stock Right (whether or not vested) in the event that the Company’s Clawback Policy as then in effect
is triggered.


 


34. WAIVER OF JURY
TRIAL.


 


By accepting or being deemed to have accepted an
award under the Plan, each Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law,
any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or any award, or under any
amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith,
and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before a court and not before
a jury. By accepting or being deemed to have accepted an award under the Plan, each Participant certifies that no officer, representative,
or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding
or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be
construed as limiting the ability of the Company and a Participant to agree to submit any dispute arising under the terms of the Plan
or any ward to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes
to binding arbitration as a condition of receiving an award hereunder.


 


35. UNFUNDED OBLIGATIONS.


 


The Company’s obligations under the Plan are
unfunded, and no Participant will have any right to specific assets of the Company in respect of any award under the Plan. Participants
will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan.


 


36. GOVERNING
LAW.


 


This Plan shall be construed and enforced in accordance
with the laws of the Province of British Columbia and the laws of Canada applicable therein.




 






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Addendum

Terms of Grant of Options to United States Employees


 


U.S. SUB-PLAN TO THE

TMC THE METALS COMPANY INC.


 


2021 INCENTIVE EQUITY PLAN


 


The Board of Directors of TMC the metals company Inc. (the “Company”)
established the TMC the metals company Inc. 2021 Incentive Equity Plan (the “Plan”). Through the Plan, the Company
established a framework to aid the Company in attracting and retaining the best available individuals for positions of substantial responsibility,
and to promote the success of the Company’s and its Affiliates’ business by aligning the financial interests of individuals
providing services to the Company and the Affiliates with long-term shareholder value.


 


The Board determined that it was necessary and desirable to establish
a sub-plan of the Plan for the purpose of granting Options to Employees who are residents of the United States or who are or may become
subject to U.S. tax (i.e., income tax, social security and/or withholding tax (“U.S. Participant”)), with such Options
qualifying as either Non-Qualified Stock Options or Incentive Stock Options (within the meaning of Section 422 of the Code), to cause
all Options under the Plan to be exempt from or comply with Section 409A of the Code, and to cause Options to comply with certain other
provisions and exemptions under U.S. law. The terms of the Plan, as amended from time to time, shall, subject to the provisions hereof,
constitute this U.S. Sub-Plan of the Plan (this “U.S. Sub-Plan”). This U.S. Sub-Plan supplements, and shall be read
in conjunction with the Plan, and is subject to the terms and conditions of the Plan; provided, that to the extent that the terms and
conditions of the Plan differ from or conflict with the terms or conditions of this U.S. Sub-Plan, the terms and conditions of this U.S.
Sub-Plan shall prevail.


 


1. Definitions


 


For the purposes of this U.S. Sub-Plan, the definitions set out in
the Plan shall apply to this U.S. Sub-Plan as such definitions apply to the Plan and in addition the following terms shall have the following
meanings (unless the context requires otherwise):


 


Disability or Disabled means a permanent and total disability
as defined in Section 22(e)(3) of the Code.


 


ISO means an Option intended to qualify as an “incentive
stock option” under Section 422.


 


Non-Qualified Option means an Option which is not intended to
qualify as an ISO.


 


Section 409A means Section 409A of the Code.


 


Section 422 means Section 422 of the Code.


 


SHARES SUBJECT TO THE PLAN


 


All of the Shares available for grant as set forth in Paragraph 3 under
the Plan may be issued as ISOs; provided, however, that the maximum number of Shares available for grant under the Plan as ISOs will be
equal to 440,000,000. The limits set forth in Paragraph 3 of the Plan will be construed to comply with the applicable requirements of
Section 422. For purposes of determining the number of Shares available for grant under the Plan as ISOs under Paragraph 3(c) of
the Plan, such provisions shall be subject to any limitations under the Code. In addition, Shares issued in respect of Substitute
Awards that are ISOs shall be consistent with Section 422.


 


ELIGIBILITY


 


ISOs may be granted only to Employees.


 


TERMS AND CONDITIONS OF OPTIONS TO U.S. PARTICIPANTS


 


Each Option intended to be a Non-Qualified Option shall meet the minimum
standards required of Options, as described in Paragraph 6(a) of the Plan, except that the exercise price per share of the Shares covered
by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Shares on the date of grant of the Option so
as to be exempt from the requirements of Section 409A. If the Administrator determines to grant an Option at less than 100% of the Fair
Market Value per Common Share, the Option must comply with the requirements of Section 409A or be exempt from the requirements of Section
409A pursuant Treas. Reg. Section 1.409-1(b)(4).



 






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Each Option intended to be an ISO shall be issued only to an Employee
who is deemed to be a resident of the United States for tax purposes, and shall be subject to the following terms and conditions, with
such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 and relevant
regulations and rulings of the Internal Revenue Service:


 


(i) Minimum Standards:
The ISO shall meet the minimum standards required of Options, as described in Paragraph 6(a) of the Plan, except clause (i) and (iv) thereunder.


 


(ii) Exercise Price: Immediately
before the ISO is granted, if the U.S. Participant owns, directly or by reason of the applicable attribution rules in Section 424(d)
of the Code:


 


		A.	10% or less of the total combined voting power of all
classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than
100% of the Fair Market Value per share of the Common Shares on the date of grant of the Option; or



 


		B.	More than 10% of the total combined voting power of all classes
of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of
the Fair Market Value per share of the Common Shares on the date of grant of the Option.



 


(iii) Term of Option:
For U.S. Participants who own:


 


		A.	10% or less of the total combined voting power of all
classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such
earlier time as the Option Agreement may provide; or



 


		B.	More than 10% of the total combined voting power of all classes
of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier
time as the Option Agreement may provide.



 


(iv) Limitation
on Yearly Exercise: To the extent that aggregate Fair Market Value (determined on the date each ISO is granted) of the Shares with
respect to which ISOs are exercisable for the first time by the U.S. Participant in any calendar year exceeds US$100,000, such Options
shall be treated as Non-Qualified Options even if denominated ISOs at grant.


 


DIVIDENDS


 


With respect to Stock Grants, any entitlement to dividend equivalents
or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with the applicable
requirements of Section 409A.


 


EXERCISE OF OPTIONS - PAYMENT


 


The Administrator shall accept only such payment on exercise of an
ISO as is permitted by Section 422.


 


TRANSFER


 


An ISO transferred except in compliance with clause (i) of Paragraph
13 shall no longer qualify as an ISO.


 


TERMINATION OF SERVICE; LEAVE OF ABSENCE


 


Except as provided in Subparagraph (b) of Paragraph 14 of the Plan,
or Paragraph 16 or 17 of the Plan, in no event may an ISO be exercised later than three months after the U.S. Participant’s termination
of employment. If the U.S. Participant does not exercise the ISO within three months after termination, to the extent is not yet terminated,
it shall automatically convert to a Non-Qualified Option.


 


With respect to ISOs, any leave of absence granted by the Administrator
of greater than three months, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO
to become a Non-Qualified Option on the date that is six months following the commencement of such leave of absence.



 






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ADJUSTMENTS


 


Any adjustments under Paragraph 25 of the Plan shall have due regard
for the qualification of ISOs under Section 422, the requirements of Section 409A, to the extent applicable


 


Section 409a and Section
422


 


The Company intends that the Plan and any Stock Rights granted to U.S
Participants be exempt from or comply with Section 409A, to the extent applicable. The Company intends that ISOs comply with Section 422,
to the extent applicable. Any ambiguities in the Plan or any Stock Right shall be construed to effect the intent as described herein.


 


If a U.S Participant is a “specified employee” as defined
in Section 409A (and as applied according to procedures of the Company and its Affiliates) as of his or her separation from service, to
the extent any payment under this Plan or pursuant to a Stock Right constitutes non-exempt deferred compensation under Section 409A that
is being paid by reason of separation from service, no payments due under this Plan or pursuant to a Stock Right may be made until the
earlier of: (i) the first day of the seventh month following the U.S. Participant’s separation from service, or (ii) the U.S. Participant’s
date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum,
without interest, on the first day of the seventh month following the U.S. Participant’s separation from service.


 


The Administrator shall administer the Plan with respect to Stock Rights
to U.S. Participants with a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A or Section 422, as
applicable, comply with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A or compliant
with Section 422, as applicable, but neither the Administrator nor any member of the Board of Directors, nor the Company nor any of its
Affiliates, nor any other person acting hereunder on behalf of the Company, the Administrator or the Board of Directors shall be liable
to a U.S. Participant or any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty,
with respect to any Stock Right, whether by reason of a failure to satisfy the requirements of Section 409A or Section 422 or otherwise.


 


GOVERNING LAW


 


This U.S. Sub Plan shall be construed and enforced in accordance with
the laws of the State of Delaware.


 


 


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