Exhibit 4.3


 


 


 


Amended and Restated
Equity Incentive Plan 


(Amended and
Restated September 2021)


 


Field Trip Health Ltd. (Field Trip) hereby
adopts this Amended and Restated Equity Incentive Plan (Plan) for certain Employees, Directors and Consultants of Field Trip and/or
its Affiliates.


 


ARTICLE 1 - PURPOSE


 


1.1            Purpose.


 


The purpose of the Plan is to attract and retain
Employees, Directors and Consultants of Field Trip and/or its Affiliates, and to ensure that interests of key Persons are aligned with
the success of Field Trip and its Affiliates.


 


ARTICLE 2 - INTERPRETATION


 


2.1            Definitions.


 


In this Plan, the following terms have the following meanings:


 


$ or Dollars means
the lawful currency of Canada except where explicitly set forth to the contrary;


 


Act means the Canadian Income Tax Act
R.S.C., 1985, c. 1 (5th Supp.), as amended from time to time;


 


Active Employment or Actively
Employed means a person is employed and actively performing employment duties for his or her Employer or performing other similar
duties as may be determined by the Board in its discretion, or is on a leave of absence approved by his or her Employer or authorized
under applicable law. For purposes of this Plan, except as may be required to comply with the minimum requirements of applicable employment
standards legislation, Actively Employed and Active Employment does not include any period during, or in respect of, which
a Participant is receiving or is entitled to receive payments in lieu of notice (whether by way of lump sum or salary continuance), benefits
continuance, severance pay, damages for wrongful dismissal or other termination related payments or benefits, in each case, whether pursuant
to statute, contract, common law, civil law or otherwise. For purposes of this Plan, a Participant is not Actively Employed if a Participant’s
employment or engagement has been terminated by his or her voluntary resignation or by his or her Employer, regardless of whether a Participant’s
employment or engagement has been terminated with or without Cause, lawfully or unlawfully or with or without notice;


 






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Affiliate means, with respect
to any Person, any entity that is an affiliate for the purposes of National Instrument 45-106 — Prospectus Exemptions, as
amended from time to time;


 


Applicable Withholding Taxes
means any and all taxes and other source deductions or other amounts which Field Trip or any of its Affiliates is required by law
to withhold from any amounts to be paid or credited hereunder;


 


Award means an Option, RSU,
PSU or Dividend Share Unit granted under this Plan, as the context requires;


 


Award Agreement means an
Option Agreement, RSU Agreement or PSU Agreement, as the context requires;


 


Blackout Period means a
period of time during which: (i) the trading guidelines of Field Trip, as amended or replaced from time to time, restrict one or
more Participants from trading in securities of Field Trip; or (ii) Field Trip has determined that one or more Participants may
not trade any securities of Field Trip, in each case, excluding any period during which a regulator has halted trading in Field Trip’s
securities;


 


Blackout Period Expiry Date means the date on
which a Blackout Period expires;


 


Board means the board of directors of Field Trip;


 


Cause means with respect
to any Participant, (a) in the case where there is an employment or service agreement in effect between Field Trip or one of its
Affiliates and the Participant that defines cause (or words of like import) as applicable to the Participant, cause as defined under
such agreement; or (b) in the case where there is no such agreement in effect:


 


		(i)	theft, fraud, dishonesty or misconduct by the
Participant involving the property, business or affairs of Field Trip or any of its Affiliates or the carrying out of the Participant’s
duties to Field Trip or any of its Affiliates;



 


		(ii)	any material breach or non-observance by the
Participant of any term of any employment or service agreement between the Participant and Field Trip or any of its Affiliates, this Plan
or any non-competition, non-solicitation, confidentiality or intellectual property covenants between the Participant and Field Trip or
any of its Affiliates;



 


		(iii)	the material failure by the Participant to perform
his or her duties with or for Field Trip or any of its Affiliates provided that the Participant has been given notice in writing thereof
and a reasonable period in which to rectify such failure;



 


		(iv)	the failure of the Participant to comply with
his or her fiduciary duties to Field Trip or any of its Affiliates (if any); or



 


		(v)	the Participant’s conviction of, or plea
of guilty or no contest to, a criminal offence, felony, or a crime or offence involving moral turpitude;



 



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Change in Control means:
(i) a direct or indirect sale or disposition, in any single transaction or series of related transactions, of all or substantially
all of the consolidated assets of Field Trip and its subsidiaries to a Third Party Purchaser; (ii) a sale resulting in no less than
a majority of the Common Shares (or other voting securities of Field Trip) on a fully diluted basis being held by a Third Party Purchaser,
its Affiliates and any other Person acting jointly or in concert with the Third Party Purchaser; provided that, prior to such sale, such
Persons did not hold, in the aggregate, a majority of the Common Shares (or other voting securities of Field Trip) on a fully diluted
basis; (iii) a merger, consolidation, recapitalization or reorganization of Field Trip with or into a Third Party Purchaser that
results in the inability of the holders of Common Shares immediately prior to the merger, consolidation, recapitalization or reorganization
to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company; or (iv) any
additional event that the Board reasonably determines is a Change in Control; provided, that, notwithstanding the foregoing, to the extent
necessary to comply with Code Section 409A with respect to the payment of deferred compensation to any U.S. Taxpayer, Change in
Control shall be limited to a change in control event as defined in Treasury Regulations Section 1.409A-3(i)(5) prescribed
pursuant to Code Section 409A;


 


Code means the U.S. Internal Revenue Code of
1986, as amended from time to time;


 


Common Shares means the class A common shares
in the capital of Field Trip;


 


Consultant means an individual
consultant or a consultant entity, other than an Employee or Director, that:


 


		(i)	is engaged to provide services on a bona fide
basis to Field Trip or any of its Affiliates, other than services provided in relation to a distribution of securities of Field Trip or
any of its Affiliates;



 


		(ii)	provides the services under a written contract
with Field Trip or any of its Affiliates; and



 


		(iii)	spends or will spend a significant amount of
time and attention on the affairs and business of Field Trip or any of its Affiliates,



 


and includes, (i) for an individual consultant,
(A) a company of which the individual consultant is an employee or shareholder, or (B) a partnership of which the individual
consultant is an employee or partner, and (ii) for a consultant that is not an individual, an employee or director of the consultant,
provided that the individual employee or director spends or will spend a significant amount of time and attention on the affairs and business
of Field Trip or any of its Affiliates;


 


Director means a member of the Board from time
to time who is not an Employee;


 


Dividend Share Unit has the meaning set forth
in Section 8.2;


 


Employee means (subject
to any applicable securities laws) a full-time or part-time employee of Field Trip or any of its Affiliates;


 


Employer means, with respect
to a Participant, Field Trip or the applicable Affiliate thereof that employs or engages the Participant or employed or engaged the Participant
immediately prior to the relevant time;


 






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Exchange means the Toronto
Stock Exchange or, if the Common Shares are not then listed on the Toronto Stock Exchange,
such other principal market on which the Common Shares are then listed and posted for trading;


 


Fair Market Value means
with respect to a Common Share, as of any date, the closing price of the Common Shares on the Exchange on
the last trading day immediately preceding the applicable date or, if the Common Shares are not then readily tradable on an established
securities market, the fair market value of such Common Shares as determined by the Board (by the reasonable application of a reasonable
valuation method) and consistent with the principles of Code Sections 409A, 422 and 424 in the case of an [Option/Award] granted
to or held by a U.S. Taxpayer;


 


Grant Date means, for any Award, the date the
Board grants the Award;


 


Grant Resolution means the
applicable resolution of the Board authorizing and approving any Option, RSU or PSU grant;


 


Incentive Stock Option means
an option that meets the requirements of Code Section 422 or any successor provision and is designated as such by the Board in the
applicable Grant Resolution;


 


Insider has the meaning given
to such term in the policies of the Exchange;


 


Intrinsic Value means, with
respect to an Option (or relevant portion thereof), an amount equal to the product of (i) the number of Common Shares subject to
such Option (or relevant portion thereof) and (ii) the excess, if any, of the Fair Market Value of a Common Share as of the applicable
date of determination over the Option Price (and, for avoidance of doubt, if there is no such excess, then the Intrinsic Value shall
be zero);


 


Non-Qualified Stock Option means
an option that is not intended to be or does not meet the requirements of an Incentive Stock Option. Any Option granted by the Board
that is not designated as an Incentive Stock Option in the applicable Grant Resolution will be a Non-Qualified Stock Option;


 


Notice has the meaning set forth in Section 6.2;


 


Option means the right to
purchase Common Shares granted under the Plan pursuant to the terms and conditions determined in the Grant Resolution and set forth in
an Option Agreement;


 


Option Agreement means an
agreement between Field Trip and an Employee, Director or Consultant evidencing the grant of an Option and the terms and conditions of
such Option in the form of Schedule A hereto or such other form(s) as may be approved by the Board from time to time;


 



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Option Price means the purchase
price per Optioned Share determined in accordance with Section 4.4;


 


Optioned Shares means the
Common Shares which may be or actually are purchased by a Participant pursuant to an Option;


 


Parent Corporation has the
meaning set forth in Code Section 424(e) or any successor provision;


 


Participant means an Employee,
Director or Consultant who holds Awards granted under the Plan pursuant to an Award Agreement;


 


Performance Period means,
with respect to PSUs, the period of time specified in a PSU Agreement during which the applicable Performance Vesting Conditions may
be achieved;


 


Performance Vesting Conditions
means such performance-related conditions in respect of the vesting of Share Units determined by the Board at the Grant Date, which
may include but are not limited to, financial or operational performance of Field Trip, total shareholder return or individual performance
criteria, measured over the Performance Period;


 


Person means any individual,
partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital,
unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency,
government or governmental agency, authority or entity however designated or constituted;


 


Plan means this Amended
and Restated Equity Incentive Plan, as may be amended or restated from time to time;


 


PSU means a right to receive
a Common Share issued from treasury that generally becomes vested, if at all, subject to the attainment of Performance Vesting Conditions
and the satisfaction of such other conditions to vesting, if any, as may be determined by the Board;


 


PSU Agreement means
an agreement between Field Trip and an Employee(other than an Employee who is also a Director) or Consultant evidencing the grant of
a PSU and the terms and conditions of such PSU in the form of Schedule B hereto or such other form(s) as may be approved by the
Board from time to time;


 


RSU means a right to receive
a Common Share issued from treasury that generally becomes vested, if at all, following a period of continuous employment or engagement;


 


RSU Agreement means an agreement
between Field Trip and an Employee, Director or Consultant evidencing the grant of an RSU and the terms and conditions of such RSU in
the form of Schedule C hereto or such other form(s) as may be approved by the Board from time to time;


 


Settlement Date has the meaning set forth in
Section 10.1;


 


Share Unit means an RSU, PSU or Dividend Share
Unit as the context requires; 


 






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Share Unit Account has the meaning set forth
in Section 8.3;


 


Shareholder means a holder of Common Shares;


 


Subsidiary Corporation has
the meaning set forth in Code Section 424(f) or any successor provision;


 


Termination Date means:
(i) in respect of a Participant who is a Director or Consultant, the date the Participant ceases to be a Director or Consultant
for any reason, as applicable; and (ii) in respect of a Participant who is an Employee, the Participant’s last day of Active
Employment with his or her Employer (other than in connection with the Participant’s transfer of employment to an Affiliate of
his or her Employer); in each case, regardless of whether the Participant’s employment or engagement with Field Trip or any of
its Affiliates is terminated with or without Cause, with or without notice, lawfully or unlawfully, and does not include any period of
statutory, contractual, common law, civil law or other notice of termination of employment or engagement or any period of salary continuance,
severance or deemed employment or other periods of time in respect of which damages are paid or payable to the Participant in respect
of the termination of employment or engagement, whether pursuant to an employment agreement, service agreement or other agreement or
at law. Any applicable severance period or notice period shall not be considered a period of employment or engagement for purposes of
the Participant’s rights under the Plan;


 


Third Party Purchaser means
any Person who is not an Affiliate of Field Trip and is the acquirer in connection with a Change in Control; and


 


U.S. Taxpayer means any
Participant who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of
the Code or for whom an Award is otherwise subject to taxation under the Code; provided, that a Participant shall be a U.S. Taxpayer
solely with respect to those affected Awards.


 


2.2            Interpretation.


 


Any reference in this Plan to gender shall include
all genders, and words importing the singular number only shall include the plural and vice versa. The division of the Plan into Articles
and Sections and the insertion of headings are for reference purposes only and shall not affect the interpretation of the Plan. Whenever
the Board is entitled to exercise discretion in the administration of the Plan, the term “discretion” means the sole and absolute
discretion of the Board. Unless otherwise indicated, any reference in the Plan to an Article or Section refers to the specified
Article or Section of the Plan.


 


2.3            Administration.


 


This Plan shall be administered by the
Board, which shall have full authority to administer this Plan, including the authority to: (i) grant Awards to Employees,
Directors and Consultants; (ii) determine the Option Price, Performance Period, Performance Vesting Conditions, vesting
schedule, term, limitations, intended tax treatment, restrictions and conditions applicable to Awards; (iii) interpret,
administer and construe the Plan; (iv) subject to the rules of the Exchange, waive or amend any vesting conditions
(including Performance Vesting Conditions) or vesting schedule; (v) establish, amend and rescind any rules and regulations
relating to the Plan; and (vi) make any other determinations that the Board deems necessary or desirable for the administration
of the Plan; subject in all cases to compliance with regulatory requirements. The Board may correct any defect or supply any
omission or reconcile any inconsistency in the Plan, in the manner and to the extent the Board deems, in its discretion, necessary
or desirable. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and
conclusive and shall be binding on the Participants and Field Trip. No member of the Board shall be personally liable for any action
taken or determination or interpretation made in good faith in connection with this Plan and all members of the Board shall, in
addition to their rights as directors of Field Trip, be fully protected, indemnified and held harmless by Field Trip with respect to
any such action taken or determination or interpretation made. The appropriate officers of Field Trip are hereby authorized and
empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their
absolute discretion, consider necessary or desirable for the implementation of this Plan and of the rules and regulations
established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of Field Trip.
This Plan shall be administered in accordance with the rules and policies of the Exchange by the Board so long as the Common
Shares are listed on the Exchange.


 






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2.4            Delegation
to Committee.


 


All of the powers exercisable hereunder by the
Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be exercised by a committee of the
Board comprised of not fewer than three directors of Field Trip, who shall satisfy such additional securities law and exchange-rule requirements
as may be determined by the Board from time to time.


 


ARTICLE 3 - SHARES RESERVED FOR ISSUANCE


 


3.1            Shares
Reserved for Issuance.


 


Subject to any adjustment pursuant to Section 14.1,
the maximum number of Common Shares reserved for issuance under the Plan (and all equity compensation plans) shall be 15% of the issued
and outstanding Common Shares from time to time, on a non-diluted basis; of which the maximum number of Common Shares reserved for issuance
under the Plan pursuant to (i) Incentive Stock Options is subject to a sublimit of 8,000,000, and (ii) Share Units is subject
to a sublimit of 5% of the issued and outstanding Common Shares from time to time, on a non-diluted basis. Common Shares in respect of
Options that have been exercised, cancelled, surrendered or terminated or that expire without being exercised and Common Shares underlying
Share Units which expire, terminate or are settled or cancelled shall again be available for issuance under the Plan.


 


The aggregate value of all Awards granted to any
one Director who is neither a Consultant nor an Employee in any one year period under all security-based compensation arrangements of
Field Trip may not exceed $150,000 (with no more than $100,000 attributable to Options) based on the grant date fair value of the Awards,
other than Awards granted in lieu of cash fees payable for serving as a Director.


 


If the Board authorizes the assumption or
substitution under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, of
awards granted under another plan, such assumption or substitution shall not reduce the maximum number of Common Shares available
for issuance under this Plan, and, as deemed necessary by the Board, such assumed or substituted awards shall be subject to terms
and conditions that may vary from those otherwise imposed under this Plan, all subject to applicable law and exchange rules.


 






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3.2            No
Fractional Shares.


 


No fractional Common Shares shall be issued under
the Plan (including as a result of any adjustment made pursuant to Article 14), and a Participant shall have no right to payment
or other consideration in respect of a fractional Common Share the right to which is forfeited as a result of this provision.


 


ARTICLE 4 - GRANT OF OPTIONS AND RIGHTS OF PARTICIPANTS


 


4.1            Grant
of Options.


 


The Board may, at any time and from time to time,
grant Options to such Employees, Directors and Consultants as it may select for the number of Optioned Shares that it shall designate,
subject to the provisions of this Plan, and provided that the total number of Common Shares subject to and acquired upon exercise of Options
shall not at any time exceed the maximum set forth in Section 3.1. The grant of an Option to a Participant at any time shall neither
entitle such Participant to receive, nor preclude such Participant from receiving, a subsequent grant of an Option.


 


The Board shall make all necessary or desirable
determinations regarding the granting of Options and may take into consideration the present and potential contributions of a particular
Employee, Director or Consultant to the success of Field Trip and its Affiliates and any other factors which it may deem proper and relevant.


 


4.2            Incentive
Stock Options


 


The following provisions will apply only to Incentive
Stock Options granted to U.S. Taxpayers under the Plan:


 


		(a)	No Incentive Stock Option may be granted to any
Employee, Director or Consultant who, at the time such Option is granted: (i) is not an employee of Field Trip or any Parent Corporation
or Subsidiary Corporation of Field Trip; or (ii) owns securities possessing more than 10% of the total combined voting power of all
classes of securities of Field Trip or any Parent Corporation or Subsidiary Corporation of Field Trip, except that with respect to provision
(ii) hereof, such an Option may be granted to an employee if, at the time the Option is granted, the Option Price is at least 110%
of the Fair Market Value of the Optioned Shares, and the Option by its terms is not exercisable after the expiration of five years from
the applicable Grant Date.



 


		(b)	To the extent that the aggregate Fair Market
Value of the Common Shares with respect to which Incentive Stock Options (without regard to this Section 4.2(b)) are exercisable
for the first time by any individual during any calendar year (under all plans of Field Trip or any Parent Corporation or Subsidiary Corporation
of Field Trip) exceeds US$100,000(such Fair Market Value to be determined
as of the Grant Date of the respective Incentive Stock Options), such Options will be treated as Non-Qualified Stock Options. This Section 4.2(b) will
be applied by taking Options into account in the order in which they were granted. If some but not all Options granted on any one day
are subject to this Section 4.2(b), then such Options will be apportioned between Incentive Stock Option and Non-Qualified Stock
Option treatment in such manner as the Board will determine.



 






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		(c)	No Incentive Stock Option shall be granted more
than 10 years from the date the Plan is adopted or the date the Plan is approved by shareholders, whichever is earlier. Notwithstanding
that the Plan shall be effective when adopted by the Board, no Incentive Stock Option granted under the Plan may be exercised until the
Plan is approved by Field Trip’s shareholders, and if such approval is not obtained within 12 months after the date of the Board’s
adoption of the Plan, then all Incentive Stock Options previously granted shall terminate for no consideration and shall cease to be outstanding,
and, further, the Board shall obtain shareholder approval within 12 months before or after any material amendment to the Plan (including
any increase in the total number of Common Shares that may be issued as Incentive Stock Options under the Plan or any change in the class
of employees eligible to receive Incentive Stock Options under the Plan).



 


		(d)	Disability
                                            of a holder of an Incentive Stock Option shall mean “permanent and total disability”
                                            as defined under Section 22(e)(3) of the Code. If the holder of an Incentive Stock
                                            Option ceases to be employed by Field Trip and all applicable Parent Corporations and Subsidiary
                                            Corporations other than by reason of death, his or her Incentive Stock Options shall be eligible
                                            for treatment as such only if exercised (i) no later than 12 months following such termination
                                            if due to Disability or (ii) no later than three months following such termination if
                                            due to any other reason. By accepting an Option granted as an Incentive Stock Option under
                                            this Plan, a U.S. Taxpayer agrees to notify Field Trip in writing promptly after the U.S.
                                            Taxpayer disposes of any Common Shares acquired pursuant to the exercise of such Option if
                                            the disposition occurs on or before the later of (A) the second anniversary of the grant
                                            date and (B) the first anniversary of the exercise of the Option (or the first anniversary
                                            of the date of vesting of such Option-acquired Common Shares, if initially subject to a substantial
                                            risk of forfeiture), such notification to include the date and terms of the disposition and
                                            such other information as Field Trip may reasonably require. The following shall be prohibited
                                            with respect to an Incentive Stock Option absent disclosure of potential United States federal
                                            income tax consequences to the Participant affected thereby: (i) net exercise (pursuant
                                            to Section 6.2 hereof); (ii) exercise while unvested; and (iii) modification
                                            of an outstanding Incentive Stock Option in such a manner as would provide an additional
                                            benefit to the holder, including a reduction of the Exercise Price or extension of the Option
                                            expiration date.



 


		(e)	The maximum number of Options that may be granted
under this Plan to Insiders of Field Trip is limited such that the number of Common Shares issued from treasury to Insiders within a one-year
period, or issuable to Insiders at any time, under the Plan and any other security compensation arrangements, shall not exceed 10% of
the number of Common Shares then outstanding.



 



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4.3            Option
Agreement.


 


Each Option granted by the Board shall be evidenced
by an Option Agreement between the Participant and Field Trip in the form attached as Schedule A or such other form(s) as may be
approved by the Board from time to time. Each Option Agreement shall specify the number of Optioned Shares, the Option Price, and the
terms and conditions of the Option as specified in the Grant Resolution.


 


4.4            Option
Price.


 


The Option Price per Optioned Share at the time any Option is granted
shall be the greater of:


 


		(a)	the Fair Market Value of the Common Shares on
the Grant Date; and



 


		(b)	the closing price of the Common Shares on the
Exchange on the Grant Date, if applicable.



 


4.5            Prohibition
on Transfer, Assignment or Pledge of Options.


 


Options are personal to the Participant. No Participant
may deal with any Option or any interest in it or transfer or assign any Option held by the Participant, except in the event of death
or incapacity, where an Option may be transferred to the Participant’s heirs, executors, administrators, trustees, personal legal
representatives or the like, subject to all the terms of the Plan and applicable Option Agreement, which shall be binding upon them; provided,
that an Incentive Stock Option shall not be transferable by a Participant otherwise than by will or the laws of descent and distribution,
and may be exercised during the Participant’s lifetime only by the Participant. A purported transfer or assignment of any Option
in any other circumstances will not be valid, and Field Trip will not issue any Common Shares upon the attempted exercise of any such
improperly transferred or assigned Option. A Participant may not mortgage, hypothecate, pledge or grant a security interest in any Option.


 


ARTICLE 5 - VESTING OF OPTIONS


 


5.1            Vesting
Specified in the Option Agreement.


 


The Option Agreement shall specify the date or
dates upon which a Participant’s right to purchase the Optioned Shares shall vest (including subject to the attainment of certain
financial results or other performance criteria). The Board shall have the discretion to provide for early vesting of any Option or Options.


 


ARTICLE 6 - EXERCISE OF OPTIONS


 


6.1            Exercise
of Options.


 


Options shall be exercisable in the manner determined
in the Grant Resolution and set forth in the Option Agreement (subject to acceleration by the Board) as to all or any lesser number of
the Optioned Shares in respect of which the Participant’s right to purchase Optioned Shares has vested.


 



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6.2            Exercise
Procedure.


 


Options shall be exercised by written notice
to Field Trip specifying the number of Optioned Shares in respect of which such Option is then being exercised (Notice), and such
Notice shall include payment in full of the applicable Option Price and any Applicable Withholding Taxes by way of cash or by certified
cheque, bank draft, money order or wire transfer payable to Field Trip or by such other means as may be specified from time to time by
Field Trip.


 


Subject to the approval of the Board, a Participant
may exercise any Option on a cashless basis. In such event, a Participant may file a Notice in a form satisfactory to Field Trip and elect
to surrender a number of vested Options in exchange for an amount equal to (i) the aggregate Fair Market Value of the Optioned Shares
underlying the vested Options being surrendered, minus (ii) the aggregate of the Option Price of the Optioned Shares underlying the
vested Options being surrendered and any Applicable Withholding Taxes. Field Trip shall satisfy the payment of such amount by issuing
to the Participant such number of Common Shares (rounded down to the nearest whole number) with an aggregate Fair Market Value equal to
such amount. Employees in the United States are hereby notified that utilizing the cashless exercise feature may result in negative tax
consequences for both Incentive Stock Options and Non-Qualified Stock Options.


 


Subject to the approval of the Board, a Participant
may exercise any Option pursuant to a broker-assisted cashless exercise, whereby the Participant shall elect on the Notice to receive:


 


		(a)	an amount in cash equal to the cash proceeds
realized upon the sale in the capital markets of the Common Shares underlying the Options by a securities dealer designated by Field Trip,
less the aggregate Option Price, any Applicable Withholding Taxes, and any transfer costs charged by the securities dealer to sell the
Common Shares;



 


		(b)	an aggregate number of Common Shares that is
equal to the number of Common Shares underlying the Options minus the number of Common Shares sold in the capital markets by a securities
dealer designated by Field Trip as required to realize cash proceeds equal to the aggregate Option Price, any Applicable Withholding Taxes
and any transfer costs charged by the securities dealer to sell the Common Shares; or



 


		(c)	a combination of (a) and (b).



 


6.3            Issuance
of Shares.


 


Following the exercise of the Option, Field Trip
shall take all actions necessary to issue fully paid and non-assessable Optioned Shares to the Participant, following which the Participant
shall have no further rights, title or interest with respect to such Option. The obligation of Field Trip
to issue and deliver any Common Shares in accordance with this Plan shall be subject to any necessary approval of any stock exchange or
regulatory authority having jurisdiction over the securities of Field Trip. If any Common Shares cannot be issued to any Participant upon
the exercise of an Option by reason of any stock exchange or regulatory authority, the obligation of Field Trip to issue such Common Shares
shall terminate, and any Option Price paid to Field Trip in respect of the exercise of such Option shall be returned to the Participant.


 



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ARTICLE 7 - EXPIRATION AND TERMINATION OF OPTIONS


 


		7.1	Expiry
of Options.



 


The Board will, at the time the Option is granted,
determine the date(s) upon which an Option will expire, which date(s) cannot be greater than 10 years from the Grant Date.
On the expiry of an Option, the Option will be null, void and of no effect. Notwithstanding the foregoing,
if the expiration date of an Option falls within a Blackout Period or within ten days after a Blackout Period Expiry Date, the expiration
date of the Option will be the date which is ten business days after the Blackout Period Expiry Date (Blackout Extension Date);
provided that the Blackout Extension Date shall be available (a) only when the Blackout Period is self-imposed by Field Trip, and
(b) to all Participants under the Plan, under the same terms and conditions. For greater certainty, the Board does not have
discretion to extend the Blackout Extension Date beyond ten business days after the Blackout Period Expiry
Date.


 


		7.2	Termination.



 


Options that are not vested as of the Participant’s
Termination Date for any reason shall automatically terminate on the Termination Date, and, except as may be required to comply with the
minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof
as compensation, damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.


 


In the event a Participant ceases to be an Employee,
Director or Consultant other than as a result of a termination for Cause or the Participant’s death, then unless otherwise provided
in the Grant Resolution, the Participant may, within 90 days after the Participant’s Termination Date, or such shorter period as
is remaining in the term of the Options, exercise the Participant’s vested Options in accordance with Article 6. At the end
of such 90-day period or such shorter period as is remaining in the term of the Options, the unexercised Options shall automatically
terminate, be forfeited for no consideration and be of no further force or effect and, except as may be required to comply with the minimum
requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as compensation,
damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.


 


In the event a Participant ceases to be an Employee,
Director or Consultant as a result of the Participant’s death, then unless otherwise provided in the Grant Resolution, the legal
representative of the Participant’s estate may, within one year after the Participant’s Termination Date, or such shorter
period as is remaining in the term of the Options, exercise the Participant’s vested Options in accordance with Article 6.
At the end of such one-year period or such shorter period as is remaining in the term of the Options, the unexercised Options shall automatically
terminate, be forfeited for no consideration and be of no further force or effect and, except as may be required to comply with the minimum
requirements of applicable employment standards legislation, no amount shall be payable to the Participant’s estate in respect thereof
as compensation, damages or otherwise.


 


In the event a Participant ceases to be an
Employee, Director or Consultant as a result of being terminated for Cause, all Options that are held by such Participant, whether
vested or unvested, shall automatically terminate on the Termination Date, and, except as may be required to comply with the minimum
requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as
compensation, damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful
dismissal.


 






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The Plan may take away or limit a Participant’s
common or civil law rights, as applicable, to Options, Common Shares and payments hereunder and any common or civil law rights, as applicable,
to damages as compensation for the loss, or continued vesting, of Options, Common Shares or payments during any reasonable notice period.
Any applicable severance period or reasonable notice period shall not be considered a period of employment or engagement for the purposes
of a Participant’s rights under the Plan.


 


ARTICLE 8 – GRANT OF SHARE UNITS AND RIGHTS OF PARTICIPANT


 


		8.1	Grant
of RSUs or PSUs.



 


The Board may, at any time and from time to time,
grant RSUs or PSUs to such Employees and Consultants, and RSUs to such Directors, in each case as it may select, subject to the provisions
of this Plan, and provided that the total number of Common Shares acquired upon settlement of RSUs and PSUs shall not at any time exceed
the maximum set forth in Section 3.1. The grant of an RSU or PSU to a Participant at any time shall neither entitle such Participant
to receive, nor preclude such Participant from receiving, a subsequent grant of an RSU or PSU.


 


The Board shall make all necessary or desirable
determinations regarding the granting of RSUs and PSUs and may take into consideration the present and potential contributions of a particular
Employee, Director (in the case of RSUs only) or Consultant to the success of Field Trip and its Affiliates and any other factors which
it may deem proper and relevant.


 


Each RSU and PSU granted by the Board shall be
evidenced by an RSU Agreement or PSU Agreement, as applicable. Unless otherwise provided in the applicable Award Agreement, RSUs and PSUs
granted to a Participant shall be awarded solely in respect of services provided by such Participant in the calendar year in which the
Grant Date occurs. In all cases, the RSUs and PSUs shall be in addition to, and not in substitution for or in lieu of, ordinary salary
and wages payable to a Participant in respect of his or her services to his or her Employer.


 


		8.2	Dividend
Share Units.



 


When regular dividends (other than stock dividends)
are paid on Common Shares, additional Share Units (Dividend Share Units) shall be credited to a Participant’s Share Unit Account
as of the dividend payment date. The number of Dividend Share Units to be credited to the Participant’s Share Unit Account shall
be determined by multiplying the aggregate number of Share Units held by the Participant on the relevant record date by the amount of
the dividend paid by Field Trip on each Common Share, and dividing the result by the Fair Market Value on the dividend payment date, which
Dividend Share Units shall be in the form of RSUs or PSUs, as applicable. Dividend Share Units credited to a Participant’s Share
Unit Account in accordance with this Section 8.2 shall be subject to the same vesting and settlement conditions applicable to the
related RSUs or PSUs.


 



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		8.3	Share
Unit Accounts.



 


An account, called a “Share Unit Account”,
shall be maintained by Field Trip or a third party administrator for each Participant and will be credited with such grants of RSUs, PSUs
or Dividend Share Units as are received by the Participant from time to time. Share Units that fail to vest or that are settled in accordance
with Section 10.1 shall be cancelled and shall cease to be recorded in the Participant’s Share Unit Account as of the date
on which such Share Units are forfeited or cancelled under the Plan or are settled, as the case may be. Where a Participant has been granted
one or more RSUs or PSUs, such RSUs and PSUs (and related Dividend Share Units) shall be recorded separately in the Participant’s
Share Unit Account.


 


ARTICLE 9 – VESTING AND OTHER TERMS OF SHARE UNITS


 


		9.1	Vesting
and Other Terms Specified in the RSU Agreement.



 


Each RSU Agreement shall set forth: (i) the
Grant Date of the RSUs; (ii) the number of RSUs subject to such Award; and (iii) the applicable vesting schedule, and may specify
such other terms and conditions consistent with the terms of the Plan as the Board shall determine or as shall be required under any other
provision of the Plan. The Board shall have the discretion to provide for early vesting of any RSU.


 


		9.2	Vesting
and Other Terms Specified in the PSU Agreement.



 


Each PSU Agreement shall set forth: (i) the
Grant Date of the PSUs; (ii) the number of PSUs subject to such Award; (iii) the applicable vesting schedule; and (iv) any
applicable Performance Vesting Conditions and Performance Period, and may specify such other terms and conditions consistent with the
terms of the Plan as the Board shall determine or as shall be required under any other provision of the Plan. The Board shall have the
discretion to provide for early vesting of any PSU.


 


ARTICLE 10 – SETTLEMENT OF SHARE UNITS


 


		10.1	Settlement
of Share Units.



 


On or as soon as practicable following the vesting
date of a Share Unit, subject to Section 15.11, Field Trip shall issue from treasury the number of Common Shares that is equal to
the number of vested Share Units held by the Participant as at the vesting date (rounded down to the nearest whole number), as fully paid
and non-assessable Common Shares (net of Common Shares withheld to satisfy any Applicable Withholding Taxes). Upon settlement of such
Share Units, the corresponding number of Share Units credited to the Participant’s Share Unit Account shall be cancelled and the
Participant shall have no further rights, title or interest with respect thereto.


 






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ARTICLE 11 – TERMINATION OF SHARE UNITS


 


		11.1	Termination.



 


In the event a Participant ceases to be an
Employee, Director or Consultant other than as a result of death or disability, Share Units that are not vested as of the
Participant’s Termination Date for any reason shall automatically terminate on the Termination Date, and, except as may be
required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the
Participant in respect thereof as compensation, damages or otherwise, including on account of severance, payment in lieu of notice
or damages for wrongful dismissal.


 


In the event a Participant ceases to be an Employee,
Director or Consultant as a result of death or disability, Share Units that are not vested as of the Participant’s Termination Date
shall be deemed to vest on the Termination Date: (i) in the case of RSUs, in the proportion that the time a Participant was an Employee,
Director or Consultant during the particular vesting period, as provided in the applicable RSU Agreement, is of the entire time of the
particular vesting period, as provided in the applicable RSU Agreement; and, (ii) in the case of PSUs, in the same proportion that
Performance Vesting Conditions in respect of a particular Performance Period have been achieved by the Employee or Consultant, as the
case may be, is of all of the Performance Vesting Conditions in respect of a particular Performance Period, as provided in the applicable
PSU Agreement.


 


In the event a Participant ceases to be an Employee,
Director or Consultant other than as a result of a termination for Cause, then any vested Share Units in the Participant’s Share
Unit Account on the Participant’s Termination Date shall be settled as soon as practicable following the Termination Date in accordance
with Section 10.1.


 


In the event a Participant ceases to be an Employee,
Director or Consultant as a result of being terminated for Cause, all Share Units that are held by such Participant, whether vested or
unvested, shall automatically terminate on the Termination Date, and, except as may be required to comply with the minimum requirements
of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as compensation, damages
or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.


 


The Plan may take away or limit a Participant’s
common or civil law rights, as applicable, to Share Units and Common Shares and any common or civil law rights, as applicable, to damages
as compensation for the loss, or continued vesting, of Share Units and Common Shares during any reasonable notice period. Any applicable
severance period or reasonable notice period shall not be considered a period of employment or engagement for the purposes of a Participant’s
rights under the Plan.


 






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ARTICLE 12 - CHANGE IN CONTROL


 


		12.1	Change
in Control.



 


In the event of a Change in Control, except as
otherwise provided in the Grant Resolution, the Board shall provide for the treatment of each outstanding Award as it determines in its
sole discretion, which treatment need not be uniform for all Participants and/or Awards and which may include, without limitation, one
or more of the following:


 


		(a)	(i) continuation of such Awards or (ii) conversion
of such Awards into, or substitution or replacement of such Awards with, an award with respect to shares of the successor corporation
(or a parent or subsidiary thereof) with substantially equivalent terms and value as such Awards (which value as
of immediately following such Change in Control shall not exceed the Intrinsic Value of any such Option as of immediately prior to such
Change in Control), effected in accordance with Code Sections 409A and 424 to the extent applicable; and/or



 


		(b)	acceleration of the vesting and the right to
exercise such Option or settle such Share Unit as of immediately, or during a specified period, prior to such Change in Control, and the
termination of such Option to the extent such Option is not timely exercised. If the Change of Control is not completed within the time
specified therein (as the same may be extended), the Awards which vest pursuant to this Section 12.1(b) shall be returned by
Field Trip to the Participant and, if exercised or settled, as applicable, the Common Shares issued on such exercise or settlement shall
be reinstated as authorized but unissued Common Shares and the original terms applicable to such Awards shall be reinstated.



 


For purposes of the application of this Section 12.1
to any outstanding Award, if such Award is subject to performance criteria (including any Performance Vesting Conditions), the level of
attainment of such criteria shall be determined by the Board in its sole discretion, including, without limitation, by deeming such criteria
attained at the applicable target or maximum level regardless of actual performance, or measuring the attainment of such criteria based
on actual performance through such Change in Control or a specified date prior thereto.


 


ARTICLE 13 - SHAREHOLDER RIGHTS


 


		13.1	Shareholder
Rights.



 


A Participant shall have no rights whatsoever
as a shareholder in respect of any of the Optioned Shares (including any right to vote or to receive dividends or other distributions
therefrom), unless and only to the extent that the Participant shall from time to time duly exercise an Option and become a Shareholder.
Share Units shall not be considered Common Shares nor shall they entitle a Participant to any interest in or title to any Common Shares
or to exercise voting rights or any other rights attaching to the Common Shares.


 


ARTICLE 14 - CERTAIN ADJUSTMENTS


 


		14.1	Adjustment
in the Number of Shares.



 


In the event of any corporate event or
transaction involving Field Trip or an Affiliate (including, but not limited to, a change in the Common Shares of Field Trip or the
capitalization of Field Trip), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock
split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, dividend in kind, extraordinary cash
dividend, amalgamation or other like change in capital structure (other than normal cash dividends to shareholders of Field Trip),
or any similar corporate event or transaction, the Board, to prevent dilution or enlargement of Participants’ rights under the
Plan, shall substitute or adjust, in its sole discretion: (i) the number and kind of shares or other securities that may be
granted pursuant to Awards; (ii) the number and kind of shares or other securities subject to outstanding Awards;
(iii) the Option Price applicable to outstanding Options; (iv) the number of Share Units in the Participants’ Share
Unit Accounts; (v) the vesting of PSUs; and/or (vi) other value determinations (including performance conditions)
applicable to the Plan or outstanding Awards; provided, however, that no adjustment will obligate Field Trip to issue or sell
fractional securities. All adjustments shall be made in good-faith compliance with paragraph 7(1.4)(c) of the Act, Code
Section 409A and/or Code Section 424, as applicable. For the avoidance of doubt, the purchase of Common Shares or other
equity securities of Field Trip by a shareholder of Field Trip or by any third party from Field Trip shall not constitute a
corporate event or transaction giving rise to an adjustment pursuant to this Section 14.1.


 






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ARTICLE 15 - GENERAL


 


		15.1	Notice.



 


Any notice required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if delivered by hand or telecopied and addressed to the recipient, and
if to Field Trip, at its principal office, and if to the Participant, at the address indicated in the Award Agreement or at the Participant’s
last known address shown in the records of Field Trip or any Affiliate. It is the responsibility of the Participant to advise Field Trip
of any change in address, and neither Field Trip nor any Affiliate shall have any responsibility for any failure by the Participant to
do so. Any Participant may change his or her address from time to time by notice in writing to Field Trip. Field Trip shall give written
notice to each Participant of any change of Field Trip’s address. Any such notice shall be effective, if delivered, on the date
of delivery and, if sent by facsimile, on the day following receipt of the facsimile.


 


		15.2	No
Special Rights.



 


No Participant shall be induced to acquire, settle
or exercise Awards by expectation of employment, engagement or service or continued employment, engagement or service. Nothing contained
in the Plan or by the grant of any Awards shall confer upon any Participant any right with respect to employment, engagement or service
or in continuance of employment, engagement or service with Field Trip or any of its Affiliates or interfere in any way with the right
of Field Trip or any of its Affiliates to terminate a Participant’s employment, engagement or service at any time. Nothing in this
Plan may be construed to provide any Participant with any rights whatsoever to compensation or damages in lieu of notice or continued
participation in, or entitlements under, the Plan as a consequence of a Participant’s termination of employment or service (regardless
of the reason for the termination and the party causing the termination, including a termination without Cause). The Plan does not give
any Participant any right to claim any benefit or compensation except to the extent specifically provided in the Plan. Participation in
the Plan by a Participant shall be voluntary.


 


		15.3	Other
Employee Benefits.



 


The amount of any compensation received or deemed
to be received by a Participant as a result of his or her participation in the Plan will not constitute compensation, earnings or wages
with respect to which any other employee benefits of that Participant are determined, including, without limitation, benefits under any
bonus, pension, profit-sharing, insurance, termination, severance or salary continuation plan or any other employee benefit plans, nor
under any applicable employment standards or other legislation, except as otherwise specifically determined by the Board.


 









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		15.4	Amendment.



 


The Board may amend or suspend any provision of
the Plan or any Award or Award Agreement, or terminate this Plan, at any time without approval of security holders, subject to those provisions
of applicable law and the rules, regulations and policies of the Exchange, if any, that require the approval of security holders or any
governmental or regulatory body regardless of whether any such amendment or suspension is material, fundamental or otherwise, and notwithstanding
any rule of common law or equity to the contrary. However, except as expressly set forth herein, including in Section 15.7 and
Section 15.11(b), or as required pursuant to applicable law, no action of the Board or security holders may materially adversely
alter or impair the rights of a Participant under any Award previously granted to the Participant without the consent of the affected
Participant.


 


		(a)	Without limiting the generality of the foregoing,
the Board may make the following types of amendments to this Plan or any Award without seeking security holder approval:



 


		(i)	amendments of a “housekeeping” or
administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in this Plan or any Award or
to correct or supplement any provision of this Plan or any Award that is inconsistent with any other provision of this Plan or any Award;



 


		(ii)	amendments necessary to comply with the provisions
of applicable law or the rules, regulations and policies of any stock exchange on which the Common Shares are listed;



 


		(iii)	amendments necessary for Awards to qualify for
favourable treatment under applicable tax laws;



 


		(iv)	amendments to the vesting provisions of this
Plan or any Award;



 


		(v)	amendments to include or modify a cashless exercise
feature, payable in cash or Common Shares;



 


		(vi)	amendments to the termination or early termination
provisions of this Plan or any Award, whether or not such Award is held by an Insider, provided such amendment does not entail an extension
beyond the original expiry date of an Option; and



 


		(vii)	amendments necessary to suspend or terminate
this Plan.



 


		(b)	Security holder approval will be required for
the following types of amendments:



 


		(i)	any amendment to increase the maximum number
of Common Shares issuable under this Plan, other than pursuant to Section 14.1;



 


		(ii)	any amendment which reduces the Option Price
of an Option or that would be treated as a “repricing” under the then-applicable rules, regulations or listing requirements
adopted by the exchange(s) on which the Common Shares are then listed, in each case, other than pursuant to Sections 14.1;



 






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		(iii)	any amendment extending the term of an Option
beyond the original expiry date, except as provided in Section 7.1;



 


		(iv)	any amendment which deletes or reduces the range
of amendments which require approval by the security holders of Field Trip under this Section 15.4;



 


		(v)	any amendment that would permit the introduction
or reintroduction of non-employee directors as eligible Participants on a discretionary basis or any amendment that increases the limits
previously imposed on non-employee director participation;



 


		(vi)	any amendment which would allow for the transfer
or assignment of Awards under this Plan, other than for normal estate settlement purposes; and



 


		(vii)	amendments required to be approved by security
holders under applicable law or the rules, regulations and policies of any stock exchange on which the Common Shares are listed.



 


		15.5	No
Undertaking or Representation; No Constraint on Corporate Action.



 


Each Participant, by participating in the Plan
and upon executing an Award Agreement, shall be deemed to have accepted all risks associated with acquiring Common Shares (including Optioned
Shares) pursuant to the Plan. Field Trip hereby informs each Participant that the Awards and the Common Shares (including Optioned Shares)
are subject to, and may be required to be held indefinitely under, applicable securities laws. Field Trip, its Affiliates and the Board
make no undertaking, representation, warranty or guarantee as to the future value or price, or as to the listing on any stock exchange
or other market, of any Common Shares issued in accordance with the provisions of the Plan, and shall not be liable to any Participant
for any loss whatsoever resulting from that Participant’s participation in the Plan or as a result of the amendment, suspension
or termination of the Plan or any Award.


 


Nothing herein shall be construed to (i) limit,
impair or otherwise affect Field Trip’s right or power to make adjustments, reclassifications, reorganizations or changes of or
to its capital or business structure or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business
or assets; or (ii) limit the right or power of Field Trip to take any action that it deems to be necessary or appropriate.


 


		15.6	Applicable
Law.



 


This Plan and the provisions hereof shall be governed
by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.


 






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		15.7	Compliance
with Applicable Law.



 


If any provision of the Plan or any Award contravenes
any law or any order, policy, by-law, rule or regulation of any regulatory body or stock exchange having jurisdiction or authority
over the securities of Field Trip or its Affiliates or the Plan, then such provision may in the sole discretion of the Board be amended
to the extent considered necessary or desirable to bring such provision into compliance therewith, and appropriate consideration shall
be paid by Field Trip to the extent that a Participant is adversely affected by such amendment.


 


Notwithstanding any other provision in this Plan,
Field Trip will have no obligation to issue or deliver Common Shares under this Plan prior to: (a) obtaining any approvals from such
governmental agencies that Field Trip determines are necessary or advisable and/or (b) completion of any registration or other qualification
of such Common Shares under any U.S. or Canadian provincial, state or federal law or any foreign law or ruling of any governmental body
that Field Trip determines to be necessary or advisable. Field Trip will be under no obligation to register the Common Shares or to effect
compliance with the registration, qualification or listing requirements of any U.S. or Canadian provincial, state or federal securities
laws, foreign securities laws, or stock exchange or automated quotation system, and Field Trip will have no liability for any inability
or failure to do so.


 


		15.8	Unfunded
Plan.



 


This Plan is unfunded. To the extent any individual
holds any rights under the Plan, such rights (unless otherwise determined by the Board) are no greater than the rights of a general unsecured
creditor of Field Trip. The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended.


 


		15.9	Priority
of Agreements.



 


In the event of any inconsistency or conflict
between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall prevail. Unless otherwise provided herein,
in the event of any inconsistency or conflict between the provisions of the Plan or any Award Agreement, on the one hand, and a Participant’s
employment or service agreement with Field Trip or its Affiliate, on the other hand, the provisions of the employment or service agreement
shall prevail.


 


		15.10	Successors
and Assigns.



 


The Plan shall be binding on all successors and
assigns of Field Trip and each Participant, including without limitation, the legal representative of a Participant, or any receiver or
trustee in bankruptcy or representative of the creditors of Field Trip or a Participant.


 






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		15.11	Tax
Consequences.



 


		(a)	It is the responsibility of the Participant
                                                           to complete and file any tax returns which may be required under any applicable tax laws within the periods specified in those laws
                                                           as a result of the Participant’s participation in the Plan. Field Trip shall not be held responsible for any tax consequences
                                                           to the Participant as a result of the Participant’s participation in the Plan. Notwithstanding any other provision of this
                                                           Plan, a Participant shall be solely responsible for all
Applicable Withholding Taxes resulting from his or her receipt of Common Shares or other property pursuant to this Plan. The exercise
of each Option and the settlement of each Share Unit granted under the Plan is subject to the condition that if at any time Field Trip
determines, in its discretion, that the satisfaction of any Applicable Withholding Taxes is required under applicable law in respect of
such exercise or settlement, such exercise or settlement is not effective unless such withholding has been affected to the satisfaction
of Field Trip. In connection with the issuance of Common Shares or other property pursuant to the Plan or any other taxable event, Field
Trip may require a Participant to: (i) pay to Field Trip sufficient cash as is reasonably determined by Field Trip to be the amount
necessary to permit the required tax remittance to the relevant taxing authority; (ii) authorize a securities dealer designated by
Field Trip to sell in the capital markets, on behalf of the Participant, a portion of the Common Shares issued hereunder to realize cash
proceeds to be used to satisfy the Applicable Withholding Taxes; (iii) elect to surrender, subject to the prior consent of Field
Trip, such number of vested Share Units to Field Trip for an amount which shall be used to satisfy the Applicable Withholding Taxes, provided,
that the number of vested Share Units that may be surrendered shall be equal to the Applicable Withholding Taxes divided by the Fair Market
Value of a Common Share on the applicable date (rounded up to the nearest whole Common Share); or (iv) make other arrangements acceptable
to Field Trip to fund the Applicable Withholding Taxes.



 


		(b)	Each Option granted to or held while a U.S.
                                                               Taxpayer is intended to be exempt from Code Section 409A, and this Plan and all Option Agreements entered into with U.S.
                                                               Taxpayers hereunder shall be construed and interpreted consistent with such intent, and any provisions that cannot be so construed
                                                               or interpreted shall be disregarded. Notwithstanding the foregoing, to the extent that any Option granted to a U.S. Taxpayer is
                                                               determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, such Option
                                                               will be subject to such additional rules and requirements as specified by the Board from time to time in order to comply with
                                                               Code Section 409A. If any provision of the Plan contravenes Code Section 409A or could cause the U.S. Taxpayer to incur
                                                               any tax, interest or penalties under Code Section 409A, the Board may, in its sole discretion and without the U.S.
                                                               Taxpayer’s consent, modify such provision to: (i) comply with, or avoid being subject to, Code Section 409A, or to
                                                               avoid the incurrence of taxes, interest and penalties under Code Section 409A; and/or (ii) maintain, to the maximum extent
                                                               practicable, the original intent and economic benefit to the U.S. Taxpayer of the applicable provision without materially increasing
                                                               the cost to Field Trip or contravening Code Section 409A. However, Field Trip will have no obligation to modify the Plan or any
                                                               Option and does not guarantee that Options will not be subject to taxes, interest and penalties under Code Section 409A, and
                                                               neither Field Trip nor any of its Affiliates shall be liable for any taxes, penalties or interest that may be imposed on a
                                                               Participant under Section 409A or for any damages for failing to comply with or be exempt from Code Section 409A. A
                                                               Non-Qualified Stock Option shall not be granted to a U.S. Taxpayer unless the Common Shares constitute “service recipient
                                                               stock” with respect to such U.S. Taxpayer within the meaning of Code Section 409A. In the case of an Option subject to
                                                               Code Section 409A, all payments to be made upon (or on a timeline determined by reference to) a U.S. Taxpayer’s
                                                               termination date shall only be made upon a “separation from service” as defined under Code Section 409A, and
                                                               "Termination Date", “termination,” “termination of employment” and like terms will be construed
                                                               accordingly. If on the date of the U.S. Taxpayer’s separation from service Field Trip’s Common
Shares (or stock of any other company that is required to be aggregated with Field Trip in accordance with the requirements of Code Section 409A)
are publicly traded on an established securities market or otherwise and the U.S. Taxpayer is a “specified employee” for purposes
of Code Section 409A, then the benefits payable to the U.S. Taxpayer under the Plan due to the U.S. Taxpayer’s separation from
service shall be postponed until the later of the originally scheduled payment date and six months following the U.S. Taxpayer’s
separation from service. Any postponed amount shall be paid to the U.S. Taxpayer in a lump sum within 30 days after the later of the originally
scheduled payment date and the date that is six months following the U.S. Taxpayer’s separation from service. If the U.S. Taxpayer
dies during such six-month period and prior to the payment of the postponed amounts hereunder, the amounts delayed on account of Code
Section 409A shall be paid to the U.S. Taxpayer’s estate within 60 days following the U.S. Taxpayer’s death.



 






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		(c)	The Company and the Board make no guarantees
regarding, and shall have no liability to any person in connection with, the tax treatment of any Awards or Common Shares or payments
in respect thereof, including their taxation, qualification or exemption from Section 409A, 457A, 422, 424 and/or 4999 of the Code,
and neither of them has any obligation to take action to prevent the assessment of tax thereunder or otherwise.



 


		15.12	Severability.



 


If any provision of this Plan shall be determined
by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Plan and the
remaining provisions shall continue in full force and effect.


 


		15.13	Effective
Date.



 


This Plan was effective as of June 7, 2021
and was amended and restated on September 24, 2021.


 









    	Field Trip Equity Incentive Plan (September 2021)	Page 22 of 31



     


    





 


Schedule “A”


 


Form of Stock Option
Agreement


 


OPTION AGREEMENT


PURSUANT TO THE FIELD
TRIP HEALTH LTD.


EQUITY INCENTIVE PLAN


 


This agreement (Agreement) is effective
as of ∎, 20∎ between Field Trip Health Ltd. (Field Trip) and ∎ (the Optionee).


 


Preliminary Statement


 


The Board hereby grants this stock option (the
 “Option”) as of ∎ (the “Grant Date”), pursuant to the Field Trip Health Ltd. Amended and
Restated Equity Incentive Plan (as in effect from time to time, the “Plan”), to purchase Optioned Shares, to the Optionee.
Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
A copy of the Plan has been delivered to the Optionee. By signing and returning this Agreement, the Optionee acknowledges having received
and read a copy of the Plan, including the early termination provisions set out in Article 7, and agrees to comply with it, this
Agreement and all applicable laws and regulations.


 


[The Option is a Non-Qualified Stock Option
and is not intended to qualify under Code Section 422.] OR [The Option is an Incentive Stock Option and is intended to qualify
under Code Section 422.] [NTD: To insert appropriate language for grants to US taxpayers and delete for Canadian & EU taxpayers.]


 


Accordingly, the parties hereto agree as follows:


 


		1.	Contractual
                                            Arrangements. The grant of Options evidenced by this Agreement represents a portion of
                                            ∎ Options reserved for issuance to you upon the terms and conditions set forth
                                            in your [employment/services] agreement dated ∎. [NTD: enter correct option
                                            for employee vs. contractor]



 


		2.	Common Shares Subject to Option.
                                                                                                                                                                   Subject in all respects to the Plan and the terms and conditions set forth herein and therein, and in consideration of services
                                                                                                                                                                   provided by the Optionee to Field Trip or any of its Affiliates, the Option entitles the Optionee to purchase from Field
                                                                                                                                                                   Trip, upon exercise, n Optioned Shares at the Option Price of $n per
                                                                                                                                                                   Optioned Share at the times set forth in Section 2 below. [NTD: Insert applicable exercise price per share in accordance
                                                                                                                                                                   with Section 4.4.]



 


		3.	Vesting
and Exercise. The Option shall vest and become exercisable over n years,
n of which will vest
after n, and the remainder
which will vest in n equal
monthly installments thereafter, provided, with respect to each vesting date, that the Optionee has not experienced a Termination Date
prior to such date. There shall be no proportionate or partial vesting in the periods prior to each applicable vesting date.



 


		4.	Option Term. The term of the Option
                                            shall be until the tenth (10th) anniversary of the Grant
                                            Date, after which time it shall expire (the “Expiration Date”). Upon the Expiration
                                            Date, the Option shall be canceled for no consideration and no longer be exercisable. The
                                            Option is subject to termination prior to the Expiration Date to the extent provided in Article 7
                                            of the Plan.



 






    	Field Trip Equity Incentive Plan (September 2021)	Page 23 of 31



     


    

 


		5.	Provisions of the Plan Control.
                                            This Agreement is subject to all the terms, conditions and provisions of the Plan, including
                                            the amendment provisions thereof, and to such rules, regulations and interpretations relating
                                            to the Plan as may be adopted by the Board and as may be in effect from time to time. The
                                            Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts
                                            or is inconsistent with the Plan, the Plan shall control.



 


		6.	Severability of Provisions. If
                                            any provision of this Agreement shall be held invalid or unenforceable, such invalidity or
                                            unenforceability shall not affect any other provisions hereof, and the Agreement shall be
                                            construed and enforced as if such provisions had not been included.



 


		7.	Governing Law. This Agreement
                                            shall be governed by and interpreted and enforced in accordance with the laws of the Province
                                            of Ontario and the federal laws of Canada applicable therein.



 


		8.	Financial, Legal and Tax Advice.
                                            The Optionee acknowledges that he or she has had the opportunity to consult with his or her
                                            own financial, legal and tax advisors with respect to participation in the Plan and the receipt
                                            of Options hereunder.



 


		9.	Privacy. The Optionee agrees to
                                            provide Field Trip with all information (including personal information) required by Field
                                            Trip to administer the Plan. The Optionee acknowledges that such information may be disclosed
                                            to the Board or such officers, employees or other persons involved in the administration
                                            of the Plan and hereby consents to such disclosure.



 


		10.	Language Consent. Field
                                            Trip and the Optionee acknowledge that it is their express wish that this Agreement, as well
                                            as all documents, notices, and legal proceedings entered into, given or instituted pursuant
                                            hereto or relating directly or indirectly hereto, be drawn up in English only. Consentement
                                            relatif à la langue utilisée. Les parties reconnaissent avoir exigé
                                            que cette convention ainsi que tous les documents, avis et procédures judiciaires,
                                            éxécutés, donnés ou intentés en vertu de, ou liés
                                            directement ou indirectement à la présente soient rédigés en
                                            anglais uniquement.



 


**************


 


IN WITNESS WHEREOF, the parties have executed this Agreement
on the date and year first above written.


 


	 	FIELD TRIP HEALTH LTD.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Field Trip Equity Incentive Plan (September 2021)	Page 24 of 31



     


    

 


I agree to the terms and conditions set out herein
and confirm and acknowledge that I have not been induced to enter into this Agreement or acquire any Option or Common Shares by expectation
of employment or engagement or continued employment or engagement with Field Trip or any of its Affiliates. I confirm and acknowledge
that I have received and reviewed a copy of the Plan and that I understand and accept its terms and provisions, including the early termination
provisions set out in Article 7 of the Plan that provide that my Options may be forfeited for no consideration upon various events
of termination, including a termination with or without Cause.


 


I agree to provide Field Trip with all information
(including personal information) required by Field Trip to administer the Plan. I consent to Field Trip and any of its Affiliates sharing
and exchanging my information held in order to administer and operate the Plan (including personal details, data relating to my participation,
salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction
or the alleged commission of offences) (“my Information”) and providing the Board, Field Trip’s and/or any of
its Affiliates’ agents, officers, employees and/or third parties with my Information for the administration and operation of the
Plan. I acknowledge that the collection, processing and transfer of my Information is important to the Plan administration and that failure
to consent to same may prohibit participation in the Plan or my receipt of the Option.


 


	 	 
	 	Optionee Signature
	 	 
	 	 
	 	 
	 	Optionee Name (please print)



 


CHECK THE BOX BELOW, IF APPLICABLE:


 


 ̈ I
am a U.S. Taxpayer, and I understand that the provisions of the Plan specific to U.S. Taxpayers and to the application of the Code shall
apply to the Option granted to me hereunder. [Without limitation, I understand that the Option is a Non-Qualified Stock Option,
no portion of which is intended to qualify as an “incentive stock option” under Code Section 422.] OR [Without
limitation, I understand that the Option is intended to qualify as an Incentive Stock Option under Code Section 422, but, if
and to the extent disqualified, will be treated as a Non-Qualified Stock Option.] [NTD: Insert applicable language.]


 



    	Field Trip Equity Incentive Plan (September 2021)	Page 25 of 31



     


    

 


Schedule “B”


 


PSU AGREEMENT


PURSUANT TO THE FIELD
TRIP HEALTH LTD.


EQUITY INCENTIVE PLAN


 


This agreement (Agreement) is effective
as of ∎, 20∎ between Field Trip Health Ltd. (Field Trip) and ∎ (the Participant).


 





Preliminary Statement


 



The Board hereby grants this PSU (the “PSU”)
as of ∎ (the “Grant Date”), pursuant to the Field Trip Health Ltd. Amended and Restated Equity Incentive Plan
(as in effect from time to time, the “Plan”), to the Participant. Except as otherwise indicated, any capitalized term
used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant.
By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan, including the early
termination provisions set out in Article 11, and agrees to comply with it, this Agreement and all applicable laws and regulations.


 


Accordingly, the parties hereto agree as follows:


 


		1.	Contractual Arrangements. The
                                            grant of PSUs evidenced by this Agreement represents a portion of ∎ PSUs reserved for
                                            issuance to you upon the terms and conditions set forth in your [employment/services]
                                            agreement dated ∎. [NTD: enter correct option for employee vs. contractor]



 


		2.	Common Shares Subject to PSU.
                                            Subject in all respects to the Plan and the terms and conditions set forth herein and therein,
                                            and in consideration of services provided by the Participant to Field  Trip  or any
                                            of its Affiliates, the PSU entitles the Participant to receive from Field Trip ∎ Common Shares
                                            at the times set forth in Section 3 below.



 


		3.	Vesting. The PSU shall vest and
                                            become exercisable provided the following Performance Vesting Conditions are met over
                                            the period of ∎ (the “Performance Period”):



 


∎


 


∎


 


∎


 


The PSU shall vest and become exercisable
as provided above, provided, with respect to each vesting date, that the Participant has not experienced a Termination Date prior to
such date, other than due to death or disability. There shall be no proportionate or partial vesting in the periods prior to each applicable
vesting date, other than in the case of termination prior to such applicable vesting date due to death or disability.


 






    	Field Trip Equity Incentive Plan (September 2021)	Page 26 of 31



     


    

 


		4.	Provisions of the Plan Control.
                                            This Agreement is subject to all the terms, conditions and provisions of the Plan, including
                                            the amendment provisions thereof, and to such rules, regulations and interpretations relating
                                            to the Plan as may be adopted by the Board and as may be in effect from time to time. The
                                            Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts
                                            or is inconsistent with the Plan, the Plan shall control.



 


		5.	Severability of Provisions. If
                                            any provision of this Agreement shall be held invalid or unenforceable, such invalidity or
                                            unenforceability shall not affect any other provisions hereof, and the Agreement shall be
                                            construed and enforced as if such provisions had not been included.



 


		6.	Governing Law. This Agreement
                                            shall be governed by and interpreted and enforced in accordance with the laws of the Province
                                            of Ontario and the federal laws of Canada applicable therein.



 


		7.	Financial, Legal and Tax Advice.
                                            The Participant acknowledges that he or she has had the opportunity to consult with his or
                                            her own financial, legal and tax advisors with respect to participation in the Plan and the
                                            receipt of PSUs hereunder.



 


		8.	Privacy. The Participant agrees
                                            to provide Field Trip with all information (including personal information) required by Field
                                            Trip to administer the Plan. The Participant acknowledges that such information may be disclosed
                                            to the Board or such officers, employees or other persons involved in the administration
                                            of the Plan and hereby consents to such disclosure.



 


		9.	Language Consent. Field
                                            Trip and the Participant acknowledge that it is their express wish that this Agreement, as
                                            well as all documents, notices, and legal proceedings entered into, given or instituted pursuant
                                            hereto or relating directly or indirectly hereto, be drawn up in English only. Consentement
                                            relatif à la langue utilisée. Les parties reconnaissent avoir exigé
                                            que cette convention ainsi que tous les documents, avis et procédures judiciaires,
                                            éxécutés, donnés ou intentés en vertu de, ou liés
                                            directement ou indirectement à la présente soient rédigés en
                                            anglais uniquement.



 


**************


 


IN WITNESS WHEREOF, the parties have executed this Agreement
on the date and year first above written.


 





	 	FIELD TRIP HEALTH LTD.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Field Trip Equity Incentive Plan (September 2021)	Page 27 of 31



     


    

 


I agree to the terms and conditions set out herein
and confirm and acknowledge that I have not been induced to enter into this Agreement or acquire any PSU or Common Shares by expectation
of employment or engagement or continued employment or engagement with Field Trip or any of its Affiliates. I confirm and acknowledge
that I have received and reviewed a copy of the Plan and that I understand and accept its terms and provisions, including the early termination
provisions set out in Article 11 of the Plan that provide that my PSUs may be forfeited for no consideration upon various events
of termination, including a termination with Cause.


 


I agree to provide Field Trip with all information
(including personal information) required by Field Trip to administer the Plan. I consent to Field Trip and any of its Affiliates sharing
and exchanging my information held in order to administer and operate the Plan (including personal details, data relating to my participation,
salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction
or the alleged commission of offences) (“my Information”) and providing the Board, Field Trip’s and/or any of
its Affiliates’ agents, officers, employees and/or third parties with my Information for the administration and operation of the
Plan. I acknowledge that the collection, processing and transfer of my Information is important to the Plan administration and that failure
to consent to same may prohibit participation in the Plan or my receipt of the PSU.


 


	 	 
	 	Participant Signature
	 	 
	 	 
	 	 
	 	Participant Name (please print)



 


CHECK THE BOX BELOW, IF APPLICABLE:


 


  ̈ I am a U.S. Taxpayer


 



    	Field Trip Equity Incentive Plan (September 2021)	Page 28 of 31



     


    

 


Schedule “C”


 


RSU AGREEMENT


PURSUANT TO THE FIELD
TRIP HEALTH LTD.


EQUITY INCENTIVE PLAN


 


This agreement (Agreement) is effective
as of ∎, 20∎ between Field Trip Health Ltd. (Field Trip) and ∎ (the Participant).


 


Preliminary Statement


 


The Board hereby grants this RSU (the “RSU”)
as of ∎ (the “Grant Date”), pursuant to the Field Trip Health Ltd. Amended and Restated Equity Incentive Plan
(as in effect from time to time, the “Plan”), to the Participant. Except as otherwise indicated, any capitalized term
used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant.
By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan, including the early
termination provisions set out in Article 11, and agrees to comply with it, this Agreement and all applicable laws and regulations.


 


Accordingly, the parties hereto agree as follows:


 


		1.	Contractual Arrangements. The
                                            grant of RSUs evidenced by this Agreement represents a portion of ∎ RSUs reserved for
                                            issuance to you upon the terms and conditions set forth in your [employment/services]
                                            agreement dated ∎. [NTD: enter correct option for employee vs. contractor]



 


		2.	Common Shares Subject to RSU.
                                            Subject in all respects to the Plan and the terms and conditions set forth herein and therein,
                                            and in consideration of services provided by the Participant to Field Trip or any
                                            of its Affiliates, the RSU entitles the Participant to receive from Field Trip ∎ Common Shares
                                            at the times set forth in Section 3 below.



 


		3.	Vesting.
                                            The RSU shall vest and become exercisable over n years, n of which will vest after
                                            n,
                                            and the remainder which will vest in n
                                            equal monthly installments thereafter,
                                            provided, with respect to each vesting date, that the Participant has not experienced a Termination
                                            Date prior to such date, other than due to death or disability. There shall be no proportionate
                                            or partial vesting in the periods prior to each applicable vesting date, other than in the
                                            case of termination prior to such applicable vesting date due to death or disability.



 


		4.	Provisions of the Plan Control.
                                            This Agreement is subject to all the terms, conditions and provisions of the Plan, including
                                            the amendment provisions thereof, and to such rules, regulations and interpretations relating
                                            to the Plan as may be adopted by the Board and as may be in effect from time to time. The
                                            Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts
                                            or is inconsistent with the Plan, the Plan shall control.



 


		5.	Severability of Provisions. If
                                            any provision of this Agreement shall be held invalid or unenforceable, such invalidity or
                                            unenforceability shall not affect any other provisions hereof, and the Agreement shall be
                                            construed and enforced as if such provisions had not been included.



 



    	Field Trip Equity Incentive Plan (September 2021)	Page 29 of 31



     


    

 


		6.	Governing Law. This Agreement
                                            shall be governed by and interpreted and enforced in accordance with the laws of the Province
                                            of Ontario and the federal laws of Canada applicable therein.



 


		7.	Financial, Legal and Tax Advice.
                                            The Participant acknowledges that he or she has had the opportunity to consult with his or
                                            her own financial, legal and tax advisors with respect to participation in the Plan and the
                                            receipt of RSUs hereunder.



 


		8.	Privacy. The Participant agrees
                                            to provide Field Trip with all information (including personal information) required by Field
                                            Trip to administer the Plan. The Participant acknowledges that such information may be disclosed
                                            to the Board or such officers, employees or other persons involved in the administration
                                            of the Plan and hereby consents to such disclosure.



 


		9.	Language Consent. Field
                                            Trip and the Participant acknowledge that it is their express wish that this Agreement, as
                                            well as all documents, notices, and legal proceedings entered into, given or instituted pursuant
                                            hereto or relating directly or indirectly hereto, be drawn up in English only. Consentement
                                            relatif à la langue utilisée. Les parties reconnaissent avoir exigé
                                            que cette convention ainsi que tous les documents, avis et procédures judiciaires,
                                            éxécutés, donnés ou intentés en vertu de, ou liés
                                            directement ou indirectement à la présente soient rédigés en
                                            anglais uniquement.



 


**************


 


IN WITNESS WHEREOF, the parties have executed this Agreement
on the date and year first above written.


 





	 	FIELD TRIP HEALTH LTD.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Field Trip Equity Incentive Plan (September 2021)	Page 30 of 31



     


    

 


I agree to the terms and conditions set out herein
and confirm and acknowledge that I have not been induced to enter into this Agreement or acquire any RSU or Common Shares by expectation
of employment or engagement or continued employment or engagement with Field Trip or any of its Affiliates. I confirm and acknowledge
that I have received and reviewed a copy of the Plan and that I understand and accept its terms and provisions, including the early termination
provisions set out in Article 11 of the Plan that provide that my RSUs may be forfeited for no consideration upon various events
of termination, including a termination with Cause.


 


I agree to provide Field Trip with all information
(including personal information) required by Field Trip to administer the Plan. I consent to Field Trip and any of its Affiliates sharing
and exchanging my information held in order to administer and operate the Plan (including personal details, data relating to my participation,
salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction
or the alleged commission of offences) (“my Information”) and providing the Board, Field Trip’s and/or any of
its Affiliates’ agents, officers, employees and/or third parties with my Information for the administration and operation of the
Plan. I acknowledge that the collection, processing and transfer of my Information is important to the Plan administration and that failure
to consent to same may prohibit participation in the Plan or my receipt of the RSU.


 





	 	 
	 	Participant Signature
	 	 
	 	 
	 	 
	 	Participant Name (please print)


 


CHECK THE BOX BELOW, IF APPLICABLE:


 


  ̈ I am a U.S. Taxpayer


 



    	Field Trip Equity Incentive Plan (September 2021)	Page 31 of 31