Exhibit 10.10


 


Form of


 


MAINZ BIOMED B.V.


 


(TO BE RENAMED MAINZ BIOMED N.V.)


 


2021 OMNIBUS INCENTIVE PLAN


 


SECTION 1. Establishment and Purpose.


 


(a) Purpose. The
purpose of the Plan is to promote the interests of Mainz Biomed B.V., a corporation incorporated in the Netherlands (the “Corporation”),
and its shareholders by providing eligible employees, directors and consultants with additional incentives to remain with the Corporation
and its affiliated entities and subsidiaries, to increase their efforts to make the Corporation more successful, to reward such persons
by providing an opportunity to acquire Ordinary Shares and to attract and retain the best available personnel to participate in the ongoing
business operations of the Corporation. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted
Shares, Restricted Share Units, Share Appreciation Rights, Performance Units and Performance Shares.


 


(b) Adoption
and Term. The Plan has been approved by the Board of Directors of the Corporation, and subject to the approval of a majority
of the voting power of the shareholders of the Corporation, is effective______, 2021. The Plan will remain in effect until terminated
or abandoned by action of the Board of Directors except as otherwise provided in Section 15. The Plan replaces and supersedes any
equity incentive plan maintained by the Corporation and its affiliated entities and subsidiaries.


 


SECTION 2. Definitions.


 


(a) “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Ordinary Shares are listed
or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(b) “Award” means
the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights,
Performance Units or Performance Shares made pursuant to the Plan.


 


(c) “Award
Agreement” means an agreement entered into by the Corporation and the Participant setting forth the terms applicable
to an Award granted to the Participant under the Plan.


 


(d) “Board
of Directors” means the Board of Directors of the Corporation, as constituted from time to time.


 


(e) “Cause” means
(i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Corporation public
disgrace or disrepute, or adversely affects the Corporation’s operations, condition (financial or otherwise), prospects or interests,
(ii) gross negligence or willful misconduct with respect to the Corporation, including, without limitation fraud, embezzlement, theft
or dishonesty in the course of his or her employment; (iii) alcohol abuse or use of controlled drugs other than in accordance with
a physician’s prescription; (iv) refusal, failure or inability to perform any material obligation or fulfill any duty (other
than any duty or obligation of the type described in clause (6) below) to the Corporation (other than due to a disability), which
failure, refusal or inability is not cured within 10 days after delivery of notice thereof; (v) material breach of any agreement
with or duty owed to the Corporation; or (vi) any breach of any obligation or duty to the Corporation (whether arising by statute,
common law, contract or otherwise) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding
the foregoing, if a Participant and the Corporation have entered into an employment agreement, consulting agreement or other similar agreement
that specifically defines “Cause,” then with respect to such Participant, “Cause” shall have the meaning defined
in that employment agreement, consulting agreement or other agreement.


 




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(f) “Change
of Control” means the occurrence of any of the following, in one transaction or a series of related transactions: (i) any
person (as such term is used in Section 13(d) and 14(d) of the Exchange Act) becoming a “beneficial owner” (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 50% of the
voting power of the Corporation’s then outstanding capital stock; (ii) a consolidation, share exchange, reorganization or merger
of the Corporation resulting in the shareholders of the Corporation immediately prior to such event not owning at least a majority of
the voting power of the resulting entity’s securities outstanding immediately following such event or, if the resulting entity is
a direct or indirect subsidiary of the entity whose securities are issued in such transaction(s), the voting power of such issuing entity’s
securities outstanding immediately following such event; (iii) the sale or other disposition of all or substantially all the assets
of the Corporation (other than a transfer of financial assets made in the ordinary course of business for the purpose of securitization
or any similar purpose); (iv) a change in the effective control of the Company which occurs on the date that a majority of members
of the Board is replaced during any period of 24 consecutive months by Directors whose appointment or election is not endorsed by a vote
of at least two-thirds of the members of the Board prior to the date of the appointment or election; (v) a liquidation or dissolution
of the Corporation; or (vi) any similar event deemed by the Committee to constitute a Change in Control for purposes of the Plan.
For the avoidance of doubt, a transaction or a series of related transactions will not constitute a Change in Control if such transaction(s)
result(s) in the Corporation, any successor to the Corporation, or any successor to the Corporation’s business, being controlled,
directly or indirectly, by the same person or persons who controlled the Corporation, directly or indirectly, immediately before such
transaction(s).


 


(g)“Code” means
the Internal Revenue Code of 1986, as amended.


 


(h)“Committee” means
the Compensation Committee of the Board of Directors or such other committee or individuals satisfying Applicable Laws appointed by the
Board in accordance with Section 3 hereof.


 


(i) “Consultant” means
any person other than an Employee, engaged by the Corporation or Subsidiary to render services to such entity.


 


(j)“Corporation” means
Mainz Biomed B.V. (to be renamed Mainz Biomed N.V.), a corporation incorporated into the Netherlands and, where applicable, its Subsidiaries.


 


(k)“Date
of Grant” means the date on which the Committee grants an Award pursuant to the Plan.


 


(l)“Disability” means
total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive
Stock Options, the Committee in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Committee from time to time.


 


(m)“Effective
Date” means_______________, 2021.


 


(n)“Employee” means
any individual who is a common-law employee of the Corporation or a Subsidiary.


 


(o)“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 




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(p)“Exchange
Program” means a program established by the Committee under which outstanding Awards are amended to provide for a lower
Exercise Price or surrendered or cancelled in exchange for (i) Awards with a lower exercise price, (ii) a different type of
Award or awards under a different equity incentive plan, (iii) cash, or (iv) a combination of (i), (ii) and/or (iii). Notwithstanding
the preceding, the term Exchange Program does not include any (i) action described in Section 13 or any action taken in connection
with a Change in Control transaction or (ii) transfer or other disposition permitted under Section 13. For the purpose of clarity,
each of the actions described in the prior sentence, none of which constitute an Exchange Program, may be undertaken (or authorized) by
the Committee in its sole discretion without approval by the Corporation’s shareholders.


 


(q)“Exercise
Price” with respect to an Option, means the price per share at which an Optionee may exercise his Option to acquire
all or a portion of the Ordinary Shares that are the subject of such Option, as determined by the Committee on the Date of Grant. Except
with respect to Substitute Awards, in no event shall the Exercise Price of any Ordinary Shares made the subject of an Option, be less
than (i) the Fair Market Value on the Date of Grant or (ii) for 10% Shareholders, 110% of the Fair Market Value on the Date of Grant.


 


(r)“Fair
Market Value” means, as of any date, the value of Ordinary Shares determined as follows:


 


(i) If
the Ordinary Shares are listed on any established stock exchange or a national market system, including without limitation the New York
Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its
Fair Market Value will be the closing sale price for such Ordinary Shares (or the closing bid, if no sales were reported) as quoted on
such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the
Committee deems reliable;


 


(ii) If
the Ordinary Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, or if the Ordinary Shares
are quoted on the Over-the-Counter (OTC) market, be that the OTCQB, OTCBB or Pink Sheets, the Fair Market Value of a Share will be the
mean between the high bid and low asked prices for the Ordinary Shares on the day of determination, as reported in The Wall Street
Journal, the OTC, or such other source as the Committee deems reliable;


 


(iii) For
purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in
the final prospectus included within the registration statement in Form F-1 filed with the Securities and Exchange Commission for
the initial public offering of the Corporation’s Ordinary Shares; or


 


(iv) In
the absence of an established market for the Ordinary Shares, the Fair Market Value will be determined in good faith by the Board of Directors
after taking into account such factors as the Board shall deem appropriate


 


(s)“Incentive
Stock Option” or “ISO” means a stock option intended to satisfy the requirements of Section 422(b)
of the Code.


 


(t) “Nonstatutory Option” means a stock option not intended to satisfy the requirements of Section 422(b)
of the Code.


 


(u)“Officer” means
a person who is an officer of the Corporation within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


(v) “Option” means
an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Ordinary Shares.


 


(w)“Ordinary
Shares” means those ordinary shares, par value [----] per share, of the Corporation as authorized by the Corporation’s
Articles of Association, as amended.


 




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(x)“Option
Shares” means those Ordinary Shares made the subject of an Option granted pursuant to the Plan.


 


(y)“Optionee” means
an individual who is granted an Option.


 


(z)“Other
Share-Based Award” means an equity-based or equity-related Award, other than an Option, Performance
Share, Performance Unit, SAR, Restricted Shares, or Restricted Share Unit, granted in accordance with the terms and conditions set forth
under Section 11 (including upon the attainment of any performance goals or otherwise as permitted under the Plan).


 


(aa)“Outside
Director” means a member of the Board of Directors who is not an Employee.


 


(bb)“Participant” means a person who has an outstanding Award under the Plan. The term Participant also refers
to an Optionee.


 


(cc)“Performance
Goal” means a performance goal established by the Committee pursuant to Section 10(c) of the Plan.


 


(dd) “Performance
Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of Performance
Goals or other vesting criteria as the Committee may determine pursuant to Section 10.


 


(ee)“Performance
Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals or other vesting
criteria as the Committee may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing
pursuant to Section 10.


 


(ff)“Plan” means
this Mainz Biomed B.V. (to be renamed Mainz Biomed N.V.) 2021 Omnibus Incentive Plan.


 


(gg)“Registration
Date” means the effective date of the first registration statement that is filed by the Corporation and declared effective
pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Corporation’s securities.


 


(hh)“Restricted
Shares” means those Ordinary Shares made the subject of an Award granted under the Plan.


 


(ii) “Restricted
Share Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 8. Each Restricted Share Unit represents an unfunded and unsecured obligation of the Corporation.


 


(jj)“Rule 16b-3” means
Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect
to the Plan.


 


(kk)“Section 16(b)” means
Section 16(b) of the Exchange Act.


 


(ll)“Service” means
service as an Employee, Consultant or Outside Director.


 


(mm)“Share” means an Ordinary Shares, as adjusted in accordance with Section 13 of the Plan.


 


(nn)“Share
Appreciation Right” or “SAR” means a right awarded to a Participant pursuant to Section 9 of the Plan,
which shall entitle the Participant to receive cash, Ordinary Shares, other property or a combination thereof, as determined by the Committee,
in an amount equal to or otherwise based on the excess of (a) the Fair Market Value of an Ordinary Share at the time of exercise
over (b) the exercise price of the right, as established by the Committee on the date the award is granted.


 




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(oo)“Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such
date.


 


(pp)“Substitute
Award” means an Award granted under the Plan in assumption of, or in substitution for, outstanding awards previously
granted by an entity acquired by the Corporation or with which the Corporation combines.


 


SECTION 3. Administration.


 


(a) Committee
of the Board of Directors. The Plan may be administered by the Compensation Committee of the Board of Directors or such other
Committee or individuals as appointed by the Board to administer the Plan. Each Committee shall have such authority and be responsible
for such functions as the Board of Directors has assigned to it. Members of the Committee shall serve for such period of time as the Board
of Directors may determine and shall be subject to removal by the Board of Directors at any time. The Board of Directors may also at any
time terminate the functions of the Committee and reassume all powers and authorities previously delegated to the Committee. If no Committee
has been appointed, the entire Board of Directors shall administer the Plan.


 


To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy
the requirements for exemption under Rule 16b-3.


 


(b) Authority. Subject
to the terms and conditions of the Plan, the Committee shall have the sole discretionary authority:


 


(i) to
authorize the granting of Awards under the Plan;


 


(ii) to
select the Employees, Consultants or Outside Directors who are to be granted Awards under the Plan and to determine the conditions subject
to such Awards;


 


(iii) to
construe and interpret the Plan;


 


(iv) to
determine Fair Market Value;


 


(v) to
establish and modify administrative rules for the Plan;


 


(vi) to
impose such conditions and restrictions with respect to the Awards, not inconsistent with the terms of the Plan, as it determines appropriate;


 


(vii) to
execute or cause to be executed Award Agreements; and


 


(viii) generally,
to exercise such power and perform such other acts in connection with the Plan and the Awards, and to make all determinations under the
Plan as it may deem necessary or advisable or as required, provided or contemplated hereunder.


 


Any person delegated or designated
by the Committee shall be subject to the same obligations and requirements imposed on the Committee and its members under the Plan.


 


(c) Exchange
Program. Notwithstanding anything in this Section 3, the Committee shall not implement an Exchange Program without the approval
of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any annual or special meeting
of Corporation’s shareholders.


 




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(d) Delegation
by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or
any part of its authority and powers under the Plan to one or more Directors or officers of the Corporation; provided, however, that the
Committee may not delegate its authority and powers (a) with respect to an Officer or (b) in any way which would jeopardize
the Plan’s qualification under Code Section 162(m), if applicable, or Rule 16b-3.


 


(e) Indemnification.
To the maximum extent permitted by law, the Corporation shall indemnify each member of the Committee, the Board, and any Employee with
duties under the Plan, against all liabilities and expenses (including any amount paid in settlement or in satisfaction of a judgment)
reasonably incurred by the individual in connection with any claims against the individual by reason of the performance of the individual’s
duties under the Plan. This indemnity shall not apply, however, if: (i) it is determined in the action, lawsuit, or proceeding that
the individual is guilty of gross negligence or intentional misconduct in the performance of those duties; or (ii) the individual
fails to assist the Corporation in defending against any such claim. The Corporation shall have the right to select counsel and to control
the prosecution or defense of the suit. The Corporation shall not be obligated to indemnify any individual for any amount incurred through
any settlement or compromise of any action unless the Corporation consents in writing to the settlement or compromise.


 


SECTION 4. Eligibility and Award Limitations.


 


(a) Award
Eligibility. Employees, Consultants and Outside Directors shall be eligible for the grant of Awards under the Plan. Only Employees
shall be eligible for the grant of Incentive Share Options.


 


(b) Award
Limitations. The Corporation may apply limits on the grant of Awards during any fiscal year or any particular type or amount of
Award.


 


SECTION 5. Shares Subject To The Plan.


 


(a) Shares
Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may
be issued under the Plan is 2,300,000 Shares (the “Initial Share Reserve”). The Shares may be authorized, but unissued, or
reacquired Ordinary Shares. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number
of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in this Section 5(a),
plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that
become available for issuance under the Plan pursuant to Section 5(b).


 


(b) Lapsed
Awards. To the extent an Award expires, is surrendered pursuant to an Exchange Program or becomes unexercisable without having
been exercised or, with respect to Restricted Shares, Restricted Share Units, Performance Units or Performance Shares, is forfeited to
or repurchased by the Corporation due to failure to vest, the unpurchased Shares (or for Awards other than Options or Share Appreciation
Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan
(unless the Plan has terminated). Notwithstanding the foregoing (and except with respect to Restricted Shares that are forfeited rather
than vested), Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become
available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Shares, Restricted
Share Units, Performance Shares or Performance Units are repurchased by the Corporation or are forfeited to the Corporation, such Shares
will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding
obligations related to an Award will become available for future grant under the Plan. To the extent an Award under the Plan is paid out
in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.


 




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SECTION 6. Terms And Conditions Of Stock Options.


 


(a) Power
to Grant Options. Subject to the maximum per person share limitation in Section 4, the Committee may grant to such Employees
or persons as the Committee may select, Options entitling the Optionee to purchase Ordinary Shares from the Corporation in such quantity,
and on such terms and subject to such conditions not inconsistent with the terms of the Plan, as may be established by the Committee at
the time of grant or pursuant to applicable resolution of the Committee, and as set forth in the Participant’s Option Award Agreement.
Options granted under the Plan may be Nonstatutory Stock Options or Incentive Stock Options.


 


(b) Optionee
to Have No Rights as a Shareholder. An Optionee, or a transferee of an Optionee, shall have no rights as a shareholder of the
Corporation with respect to the Ordinary Shares made subject to an Option unless and until such Optionee exercises such Option and is
issued the shares purchased thereby. No adjustments shall be made for distributions, dividends, allocations, or other rights with respect
to any Ordinary Shares prior to the exercise of such Option.


 


(c) Award
Agreements. The terms of any Option shall be set forth in an Award Agreement in such form as the Committee shall from time to
time determine. Each Award Agreement shall comply with and be subject to the terms and conditions of the Plan and such other terms and
conditions as the Committee may deem appropriate. In the event that any provision of an Option granted under the Plan shall conflict with
any term in the Plan as constituted on the Date of Grant of such Option, the term in the Plan constituted on the Date of Grant of such
Option shall control. No person shall have any rights under any Option granted under the Plan unless and until the Corporation and the
Optionee have executed an Award Agreement setting forth the grant and the terms and conditions of the Option.


 


(d) Vesting.
Unless a different vesting schedule is listed in an individual Award Agreement, the Shares subject to an Option granted under the Plan
shall vest and become exercisable in accordance with the following schedule:


 


	Completed Years of Employment/Service

From Date of Grant	 	Cumulative

Vesting Percentage
	1	 	25%
	2	 	50%
	3	 	75%
	4 Years or more	 	100%


 


(e) Exercise
Price and Procedures.


 


(1) Exercise
Price. The Exercise Price means the price per share at which an Optionee may exercise his Option to acquire all or a portion of the
Ordinary Shares that are the subject of such Option. Notwithstanding the foregoing, except with respect to Substitute Awards, in no event
shall the Exercise Price of any Ordinary Shares made the subject of an Option be less than the Fair Market Value of such Ordinary Shares,
determined as of the Date of Grant.


 


(2) Exercise
Procedures. Each Option granted under the Plan shall be exercised by providing written notice to the Committee, together with payment
of the Exercise Price, which notice and payment must be received by the Committee on or before the earlier of (i) the date such Option
expires, and (ii) the last date on which such Option may be exercised as provided in paragraph (f) below.


 




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(3) Payment
of Exercise Price. The Exercise Price times the number of the shares to be purchased upon exercise of an Option granted under the
Plan shall be paid in full at the time of exercise. The Committee will determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of an Incentive Stock Option, the Committee will determine the acceptable form of
consideration at the time of grant. Such consideration for both types of Options may consist entirely of: (i) cash; (ii) check;
(iii) promissory note, to the extent permitted by Applicable Laws, (iv) other Shares, provided that such Shares have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and
provided that accepting such Shares will not result in any adverse accounting consequences to the Corporation, as the Committee determines
in its sole discretion; (v) consideration received by the Corporation under a broker-assisted (or other) cashless exercise program
(whether through a broker or otherwise) implemented by the Corporation in connection with the Plan; (vi) by net exercise; (vii) such
other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (viii) any combination
of the foregoing methods of payment.


 


Unless the Committee determines
otherwise at the time of a grant of an Option, all Options shall be exercisable by the Optionee on a “cashless” basis whereby
such Optionee may, in lieu of paying the Exercise Price in cash, elect to pay the Exercise Price by surrendering a portion of the Options
being exercised in exchange for Shares in accordance with the following formula:


 


		X     =	(Y(A-B))/A



 


Where,  


 


		X	=          The number of Shares to be issued to Optionee;



 


		Y	=          The number of Shares for which the Option is being exercised;



 


		A	=          The Fair Market Value of one Share at the time of exercise;
and



 


B=The Exercise
Price.(f) Effect of Termination of Service. Subject to paragraph (k) below regarding Special
Rules for Incentive Stock Options, the following provisions shall govern the exercise of any Options granted to an Optionee that are vested
and outstanding at the time Optionee’s Service ceases:


 


(1) Termination
of Employment for Reasons Other than Death, Disability or a Termination for Cause. Should Optionee’s Service with the Corporation
cease for any reason other than death, Disability or a termination for Cause (as determined by the Committee), then each Option shall
remain exercisable until the close of business on the earlier of (i) 3 months following the date Optionee’s Service ceased
or (ii) the expiration date of the Option.


 


(2) Termination
of Employment Due to Death or Disability. Should Optionee’s Service cease due to death or Disability, then each Option shall
remain exercisable until the close of business on the earlier of (i) the 12 month anniversary of the date Optionee’s Service
ceased, or (ii) the expiration date of the Option.


 


(3) Termination
for Cause. Should Optionee’s Service be terminated for Cause while his Option remains outstanding, each outstanding Option
granted to Optionee (whether vested or unvested) shall terminate immediately and Optionee shall forfeit all rights with respect to such
Award.


 


(g) Limited
Transferability of Options. An Option shall be exercisable only by the Optionee during his lifetime and shall not be assignable
or transferable other than by will or by the laws of inheritance following Optionee’s death.


 


(h) Acceleration
of Exercise Vesting. Notwithstanding anything to the contrary in the Plan, the Committee, in its discretion, may allow the exercise
in whole or in part, at any time after the Date of Grant, any Option held by an Optionee, which Option has not previously become exercisable.
In the event of a Change of Control of the Corporation, any unvested equity award shall become 100% vested and exercisable on the date
of the Change of Control. Options shall also become 100% vested in the event Optionee dies or becomes Disabled while employed.


 




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(i) Modification,
Extension, Cancellation and Regrant. Within the limitations of the Plan and after taking into account any possible adverse tax
or accounting consequences, the Committee may modify, or extend outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Corporation or another issuer) in return for the grant of new Options for the same or a different number of shares
and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent
of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option or cause a violation
of Code Section 409A.


 


(j) Term
of Option. No Option shall have a term in excess of ten (10) years measured from the date that the Option is granted.


 


(k) Special
Rules For Incentive Stock Options (“ISOs”). In addition to the provisions of this Section 6, the terms specified
below shall be applicable to all Incentive Stock Options granted under the Plan. Except as modified by the provisions of this paragraph
(k), all of the provisions of the Plan shall be applicable to Incentive Stock Options. Options that are specifically designated as Nonstatutory
Options are not subject to the terms of this paragraph (k).


 


(1) Eligibility.
Incentive Options may only be granted to Employees.


 


(2) Dollar
Limitation. The aggregate Fair Market Value of the Ordinary Shares (determined as of the Date of Grant) for which one or more Incentive
Options granted to any Employee pursuant to the Plan may for the first time become exercisable as Incentive Options during any one calendar
year shall not exceed $100,000. To the extent that an Optionee’s Options exceed that limit, they will be treated as Nonstatutory
Options (but all of the other provisions of the Option shall remain applicable), with the first Options that were awarded to Optionee
to be treated as Incentive Stock Options.


 


(3) Restrictions
on Sale of Shares. Shares issued pursuant to the exercise of an Incentive Stock Option may not be sold by the Employee until the expiration
of 12 months after exercise and 24 months from the Date of Grant. Shares that do not satisfy these restrictions shall be treated
as a grant of Nonstatutory Options.


 


(4) Special
Rules for Incentive Stock Options Granted to 10% Shareholder.


 


a. Exercise
Price. If any Employee to whom an Incentive Stock Option is granted is a 10% Shareholder, the Exercise Price of the Incentive Stock
Option must be at least 110% of the Fair Market Value of the Corporation’s Ordinary Shares.


 


b. Term
of Option. If any Employee to whom an Incentive Stock Option is granted is a 10% Shareholder, then the Option term shall not exceed
five years measured from the date the Incentive Stock Option is granted.


 


c. Definition
of 10% Shareholder. For purposes of the Plan, an Employee is deemed to be a “10% Shareholder” if he owns more than 10%
of the Corporation or any Subsidiary.


 


(5) Special
Rules for Exercise of Incentive Stock Options Following Termination of Employment.


 


a. Death
or Disability. In order to preserve tax treatment as an Incentive Stock Option, Options granted to an Optionee who dies or becomes
Disabled while employed must be exercised by the Optionee or his executor or beneficiary no later than (i) 12 months following the
date of death or Disability, or (ii) the expiration date of the Incentive Stock Option, if earlier.


 


b. Termination
For Reason Other Than Death or Disability. In order to preserve tax treatment as an Incentive Stock Option, an Optionee must exercise
any vested and outstanding Incentive Stock Options no later than: (i) three (3) months following the date the Optionee terminates
employment for any reason other than death or Disability; or (ii) the expiration date of the Incentive Stock Option if earlier.


 




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(6) Miscellaneous.
With respect to Incentive Stock Options, if this Plan does not contain any provision required to be included herein under Section 422
of the Code, such provision shall be deemed to be incorporated herein with the same force and effect as if such provision had been set
out at length herein. To the extent any Option that is intended to qualify as an Incentive Stock Option cannot so qualify, such Option,
to that extent, shall be deemed to be a Nonstatutory Stock Option for all purposes of this Plan.


 


(l) Shareholder
Rights. Until the Shares covered by an Option are issued (as evidenced by the appropriate entry on the books of the Corporation
or of a duly authorized transfer agent of the Corporation), no right to vote or receive dividends or any other rights as a shareholder
will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Corporation will issue (or
cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.


 


SECTION 7. Restricted Shares.


 


(a) Grant
of Restricted Shares. The Committee may cause the Corporation to issue shares of Restricted Shares under the Plan, subject to
such restrictions, conditions and other terms as the Committee may determine in addition to those set forth herein.


 


(b) Establishment
of Performance Criteria and Restrictions. Restricted Share Awards will be subject to time vesting under paragraph (f) of
this Section 7. The Committee may, in its sole discretion, at the time a grant is made, prescribe restrictions in addition to or
other than time vesting, including the satisfaction of corporate or individual performance objectives, which shall be applicable to all
or any portion of the Restricted Shares. Corporate or individual performance criteria include, but are not limited to, designated levels
or changes in total shareholder return, net income, total asset return, or such other financial measures or performance criteria as the
Committee may select. Such restrictions shall be set forth in the Participant’s Restricted Share Agreement.


 


(c) Share
Certificates and Transfer Restrictions. Restricted Shares awarded to a Participant may be held under the Participant’s name
in a book entry account maintained by or on behalf of the Corporation. Upon vesting of the Restricted Shares, the Corporation will establish
procedures regarding the delivery of share certificates or the transfer of shares in book entry form. None of the Restricted Shares may
be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the date on which such Restricted Shares vest
in accordance with the Plan.


 


(d) Voting
and Dividend Rights. Except as otherwise determined by the Committee either at the time Restricted Shares are awarded or at any
time thereafter prior to the lapse of the restrictions, holders of Restricted Shares shall not have the right to vote such shares or the
right to receive any dividends with respect to such shares, until such shares are vested. All distributions, if any, received by the Participant
with respect to Restricted Shares as a result of any stock split, stock distributions, combination of shares, or other similar transaction
shall be subject to the restrictions of the Plan.


 


(e) Award
Agreements. The terms of the Restricted Shares granted under the Plan shall be as set forth in an Award Agreement in such form
as the Committee shall from time to time determine. Each Award Agreement shall comply with and be subject to the terms and conditions
of the Plan and such other terms and conditions as the Committee may deem appropriate. No Person shall have any rights under the Plan
unless and until the Corporation and the Participant have executed an Award Agreement setting forth the grant and the terms and conditions
of the Restricted Shares. The terms of the Plan shall govern all Restricted Shares granted under the Plan. In the event that any provision
of an Award Agreement shall conflict with any term in the Plan as constituted on the Date of Grant, the term in the Plan shall control.


 




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(f) Time
Vesting. Except as otherwise provided in a Participant’s Award Agreement, the Restricted Shares granted under the Plan will
vest in accordance with the following schedule:


 


	Completed Years of Employment/Service

From Date of Grant	 	Cumulative

Vesting Percentage
	1	 	25%
	2	 	50%
	3	 	75%
	4 Years or more	 	100%


 


In the event a Participant
terminates employment prior to 100% vesting, any Shares of Restricted Shares which are not vested shall be forfeited immediately and permanently.
However, a Participant shall be 100% vested in his Restricted Shares in the event he terminates employment by reason of death or Disability.
A Participant shall also be 100% vested in his Restricted Shares on the date of a Change of Control. If a Participant’s Service
is terminated for Cause as determined in the sole discretion of the Committee, his or her Restricted Share Award (whether vested or unvested)
shall be forfeited immediately. The Committee may approve Restricted Share grants that provide alternate vesting schedules. Fractional
shares shall be rounded down.


 


(g) Acceleration
of Vesting. Notwithstanding anything to the contrary in the Plan, the Board of Directors, in its discretion, may accelerate,
in whole or in part, the vesting schedule applicable to a grant of Restricted Shares.


 


SECTION 8. Restricted Share Units


 


(a) Grant.
Restricted Share Units may be granted at any time and from time to time as determined by the Committee. After the Committee determines
that it will grant Restricted Share Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions,
and restrictions (if any) related to the grant, including the number of Restricted Share Units.


 


(b) Vesting
Criteria and Other Terms. The Committee will set vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Share Units that will be paid out to the Participant. The Committee may set
vesting criteria based upon the achievement of Corporation-wide, business unit, or individual goals (including, but not limited to, continued
employment), or any other basis (including the passage of time) determined by the Committee in its discretion. Unless a different vesting
schedule is set forth in the Award Agreement, the following time vesting schedule will apply:


 


	Completed Years of Employment/Service

From Date of Grant	 	Cumulative

Vesting Percentage
	1	 	25%
	2	 	50%
	3	 	75%
	4 Years or more	 	100%


 




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(c) Earning
of Restricted Share Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as determined by the Committee and as set forth in the Award Agreement on the Date of Grant. Notwithstanding the foregoing, at any time
after the grant of Restricted Share Units, the Committee, in its sole discretion, may reduce or waive any vesting criteria that must be
met to receive a payout as long as such reduction or waiver does not violate Code Section 409A.


 


(d) Dividend
Equivalents. The Committee may, in its sole discretion, award dividend equivalents in connection with the grant of Restricted
Share Units that may be settled in cash, in Shares of equivalent value, or in some combination thereof.


 


(e) Form and
Timing of Payment. Payment of earned Restricted Share Units will be made upon the date(s) determined by the Committee and
set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned Restricted Share Units in cash, Shares, or
a combination of both. Timing and payment of Restricted Share Units will be subject to and structured to comply with the rules of Code
Section 409A and the treasury regulations thereunder.


 


(f) Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Share Units will be forfeited to the Corporation.


 


SECTION 9. Share Appreciation Rights.


 


(a) Grant.
A Participant may be granted one or more Share Appreciation Rights under the Plan and such SARs shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. A SAR may relate to
a particular Stock Option and may be granted simultaneously with or subsequent to the Stock Option to which it relates. Except to the
extent otherwise modified in the grant, (i) SARs not related to a Stock Option shall be granted subject to the same terms and conditions
applicable to Stock Options as set forth in Section 6, and (ii) all SARs related to Stock Options granted under the Plan shall
be granted subject to the same restrictions and conditions and shall have the same vesting, exercisability, forfeiture and termination
provisions as the Stock Options to which they relate. SARs may be subject to additional restrictions and conditions. The per-share base
price for exercise or settlement of SARs shall be determined by the Committee, but shall be a price that is equal to or greater than the
Fair Market Value of such shares. Other than as adjusted pursuant to Section 13, the base price of SARs may not be reduced without
shareholder approval (including canceling previously awarded SARs and regranting them with a lower base price).


 


(b) Exercise
and Payment. To the extent a SAR relates to a Stock Option, the SAR may be exercised only when the related Stock Option could
be exercised and only when the Fair Market Value of the shares subject to the Stock Option exceed the exercise price of the Stock Option.
When a Participant exercises such SARs, the Stock Options related to such SARs shall automatically be cancelled with respect to an equal
number of underlying shares. Unless the Committee decides otherwise (in its sole discretion), SARs shall only be paid in cash or in Ordinary
Shares. For purposes of determining the number of shares available under the Plan, each Share Appreciation Right shall count as one Ordinary
Share, without regard to the number of shares, if any, that are issued upon the exercise of the Share Appreciation Right and upon such
payment. Shares issuable in connection with a SAR are subject to the transfer restrictions under the Plan.


 


SECTION 10. Performance Units and Performance
Shares.


 


(a) Grant
of Performance Units/Shares. Subject to the terms of the Plan, Performance Units and Performance Shares may be granted to eligible
Employees, Consultants or Outside Directors at any time and from time to time, as shall be determined by the Committee, in its sole discretion.
The Committee shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.


 




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(b) Value
of Performance Units/Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time
of the grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee
shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value
of Performance Units/Shares that will be paid out to the Participants. The time period during which the performance goals must be met
shall be called a “Performance Period.”


 


(c) Performance
Objectives and Other Terms. The Committee will set Performance Goals or other vesting provisions (including, without limitation,
continued status as an Employee, Consultant or Outside Director) in its discretion which, depending on the extent to which they are met,
will determine the number or value of Performance Units/Shares that will be paid out to an Employee, Consultant or Outside Director. The
time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.”
Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other
terms and conditions as the Committee, in its sole discretion, will determine. The Committee may set performance objectives based upon
the achievement of Corporation-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis
determined by the Committee in its discretion.


 


(d) Measurement
of Performance Goals. Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance
Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”),
subject to the following:


 


(i) Performance
Measures. For each Performance Period, the Committee shall establish and set forth in writing the Performance Measures, if any,
and any particulars, components and adjustments relating thereto, applicable to each Participant. The Performance Measures, if any, will
be objectively measurable and will be based upon the achievement of a specified percentage or level in one or more objectively defined
and non-discretionary factors preestablished by the Committee. Performance Measures may be one or more of the following, as determined
by the Committee: (i) sales or non-sales revenue; (ii) return on revenues; (iii) operating income; (iv) income or
earnings including operating income; (v) net income; (vi) pre-tax income or after-tax income; (vii) net income excluding
amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable
to the adoption of new accounting pronouncements; (viii) raising of financing or fundraising; (ix) project financing; (x) revenue
backlog; (xi) power purchase agreement backlog; (xii) gross margin; (xiii) operating margin or profit margin; (xiv) capital
expenditures, cost targets, reductions and savings and expense management; (xv) return on assets (gross or net), return on investment,
return on capital, or return on shareholder equity; (xvi) cash flow, free cash flow, cash flow return on investment (discounted or
otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xvii) performance warranty and/or guarantee
claims; (xviii) stock price or total shareholder return; (xix) earnings or book value per share (basic or diluted); (xx) economic
value created; (xxi) pre-tax profit or after-tax profit; (xxii) strategic business criteria, consisting of one or more objectives
based on meeting specified market penetration or market share, geographic business expansion, objective customer satisfaction or information
technology goals; (xxiii) objective goals relating to divestitures, joint ventures, mergers, acquisitions and similar transactions;
(xxiv) construction projects consisting of one or more objectives based upon meeting project completion timing milestones, project
budget, site acquisition, site development, or site equipment functionality; (xxv) objective goals relating to staff management,
results from staff attitude and/or opinion surveys, staff satisfaction scores, staff safety, staff accident and/or injury rates, headcount,
performance management, completion of critical staff training initiatives; (xxvi) objective goals relating to projects, including
project completion timing milestones, project budget; (xxvii) key regulatory objectives; and (xxviii) enterprise resource planning.


 




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(ii) Committee
Discretion on Performance Measures. As determined in the discretion of the Committee, the Performance Measures for any Performance
Period may (a) differ from Participant to Participant and from Award to Award, (b) be based on the performance of the Corporation
as a whole or the performance of a specific Participant or one or more Subsidiaries, divisions, departments, regions, stores, segments,
products, functions or business units of the Corporation, (c) be measured on a per share, per capita, per unit, per square foot,
per employee, per branch basis, and/or other objective basis (d) be measured on a pre-tax or after-tax basis, and (e) be measured
on an absolute basis or in relative terms (including, but not limited to, the passage of time and/or against other companies, financial
metrics and/or an index). Without limiting the foregoing, the Committee shall adjust any performance criteria, Performance Measures or
other feature of an Award that relates to or is wholly or partially based on the number of, or the value of, any stock of the Corporation,
to reflect any stock dividend or split, repurchase, recapitalization, combination, or exchange of shares or other similar changes in such
stock.


 


(e) Earning
of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares shall be
entitled to receive a payout of the number of Performance Unit/Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding Performance Goals have been achieved. Notwithstanding the preceding sentence, after
the grant of a Performance Unit/Share, and subject to restrictions under Applicable Laws such as Code Section 409A, the Committee,
in its sole discretion, may waive the achievement of any performance goals for such Performance Unit/Share.


 


(f) Form
and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares shall be made in a single lump sum,
within 90 calendar days following the close of the applicable Performance Period. The Committee, in its sole discretion, may pay earned
Performance Units/Shares in the form of cash, in Shares (which have an aggregate fair market value equal to the value of the earned Performance
Units/Shares at the close of the applicable Performance Period) or in combination thereof. Prior to the beginning of each Performance
Period, Participants may, if so permitted by the Corporation, elect to defer the receipt of any Performance Unit/Share payout upon such
terms as the Committee shall determine.


 


(g) Cancellation
of Performance Units/Shares. Subject to the applicable Award Agreement, upon the earlier of (a) the Participant’s termination
of employment, or (b) the date set forth in the Award Agreement, all remaining Performance Units/Shares shall be forfeited by the
Participant to the Corporation, the Shares subject thereto shall again be available for grant under the Plan.


 


(h) Non-transferability.
Performance Units/Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. Further a Participant’s rights under the Plan shall be exercisable during the Participant’s
lifetime only by the Participant or the Participant’s legal representative.


 


SECTION 11. Other Share-Based Awards.


 


(a) Other
Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise
described by the terms of the Plan (including the grant or offer for sale of unrestricted Shares), in amounts and subject to terms and
conditions, determined by the Committee (including, if applicable, the attainment of any performance goals, as set forth in the applicable
Award Agreement). Other Share-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise
of amounts based on the value of Shares. The terms and conditions of the Awards shall be consistent with the Plan and set forth in the
Award Agreement and need not be uniform among all the Awards or all Participants receiving the Awards.


 


(b) Value
of Awards. Each Other Share-Based Award shall be expressed in terms of Ordinary Shares or units based on Ordinary Shares,
as determined by the Committee. The Committee may establish performance goals and/or criteria in its discretion, and any such performance
goals and/or criteria shall be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish performance
goals and/or criteria, the number and/or value of Other Share-Based Awards that will be paid out to the Participant will depend on
the extent to which the performance goals and/or criteria are met.


 




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(c) Payment
of Awards. Payment, if any, with respect to an Other Share-Based Award shall be made in accordance with the terms of the
Award, as set forth in the Award Agreement, in cash, Common Shares or a combination of cash and Common Shares, as the Committee determines.


 


(d) Vesting.
The Committee shall determine the extent to which the Participant shall have the right to receive Other Share-Based Awards following
the Participant’s termination of employment or service (including by reason of the Participant’s death, disability (as determined
by the Committee), or termination for or without Cause or for or without Good Reason). These provisions shall be determined in the sole
discretion of the Committee and these provisions may be included in the applicable Award Agreement, but need not be uniform among all
Other Share-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for the termination of employment
or service.


 


SECTION 12. Tax Withholding.


 


(a) Tax
Withholding for Options. The Corporation shall be entitled, if the Committee deems it necessary or desirable, to withhold (or
secure payment in cash in United States dollars from an Optionee or beneficiary in lieu of withholding) the amount of any withholding
or other tax required by law to be withheld or paid by the Corporation with respect to any amount payable and/or Ordinary Shares issuable
under such Optionee’s Option, and the Corporation may defer payment or issuance of the Ordinary Shares upon such Optionee’s
exercise of an Option unless indemnified to its satisfaction against any liability for such tax. The amount of any such withholding shall
be determined by the Corporation.


 


(b) Tax
Withholding for Restricted Shares and Other Awards. When a Participant incurs tax liability in connection with the vesting, lapse
of a restriction or distribution of Restricted Shares or other Award, and the Participant is obligated to pay an amount required to be
withheld under applicable tax laws, the Committee shall establish procedures to satisfy the withholding tax obligation. The Participant
also has the option to make payment in cash in United States dollars pursuant to procedures established by the Corporation. The amount
of any such withholding shall be determined by the Corporation.


 


SECTION 13. Adjustment of Shares and Representations.


 


(a) General.
Should any change be made to the Ordinary Shares by reason of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Ordinary Shares as a class without the Corporation’s
receipt of consideration, the Committee shall make appropriate adjustments to (i) the maximum number and/or class of securities issuable
pursuant to the Plan, (ii) the number and/or class of securities and the Exercise Price per share in effect for each outstanding
Option in order to prevent the dilution or enlargement of benefits, (iii) the number of shares of Restricted Shares granted; or (iv) the
number of Performance Shares awarded, if applicable. As a condition to the exercise of an Award, the Corporation may require the person
exercising such Option to make such representations and warranties at the time of any such exercise as the Corporation may at that time
determine, including without limitation, representations and warranties that (i) the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares in violation of applicable federal or state securities laws, and (ii) such
person is knowledgeable and experienced in financial and business matters and is capable of evaluating the merits and the risks associated
with purchasing the Shares.


 


The inability of the Corporation
to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation’s counsel to be necessary
to the lawful issuance and sale of any Shares under this Plan, shall relieve the Corporation of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 




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(b) Mergers
and Consolidations. In the event that the Corporation is a party to a Change of Control, outstanding Awards that are not yet vested
shall be subject to the agreement of merger or consolidation or asset sale. Such agreement, without the Participant’s consent, may
provide for:


 


(i) The
continuation of such outstanding Awards by the Corporation (if the Corporation is the surviving Corporation);


 


(ii) The
assumption of the Plan and such outstanding Awards by the surviving Corporation;


 


(iii) The
substitution by the surviving Corporation of options with substantially the same terms for such outstanding Awards; [shouldn’t #2
and #3 be acceleration events]


 


(iv) Such
other action as the Board of Directors determines.


 


Each Option that is assumed
or otherwise continued in effect in connection with a Change of Control shall be appropriately adjusted, immediately after such Change
of Control, to apply to the number and class of securities which would have been issuable to the Optionee in connection with the consummation
of such Change of Control, had the Option been exercised immediately prior to such Change of Control.


 


(c) Reservation
of Rights. Except as provided in this Section 13, a Participant shall have no Shareholder rights by reason of (i) any
subdivision or consolidation of shares of stock of any class, or (ii) any other increase or decrease in the number of shares of stock
of any class. Any issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of shares subject to
an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.


 


SECTION 14. Miscellaneous.


 


(a) Regulatory
Approvals. The implementation of the Plan, the granting of any Options, Restricted Shares or Performance Unit/Performance Share
Awards under the Plan, and the issuance of any Ordinary Shares upon the exercise of any Option, lapse of restrictions on Restricted Shares,
or payout of Performance Share Award shall be subject to the Corporation’s procurement of all approvals and permits required by
regulatory authorities, if any, including applicable securities laws having jurisdiction over the Plan, the Options or Restricted Shares
granted, and the Ordinary Shares issued pursuant to it.


 


(b) Strict
Construction. No rule of strict construction shall be implied against the Committee, the Corporation or Subsidiary or any other
person in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by
the Committee.


 


(c) Choice
of Law. All determinations made and actions taken pursuant to the Plan shall be governed by the internal laws of [the State of
New York] and construed in accordance therewith.


 


(d) Compliance
With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application
of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject
to the additional tax or interest applicable under Code Section 409A. The Plan and each Award Agreement under the Plan is intended
to meet the requirements of Code Section 409A (or an exemption therefrom) and will be construed and interpreted in accordance
with such intent, except as otherwise determined in the sole discretion of the Committee. To the extent that an Award or payment, or the
settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred in a manner
that will meet the requirements of Code Section 409A (or an exemption therefrom), such that the grant, payment, settlement or deferral
will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Corporation be responsible
for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable of Code Section 409A.


 




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(e) Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Committee makes the determination granting
such Award, or such other later date as is determined by the Committee. Notice of the determination will be provided to each Participant
within a reasonable time after the date of such grant.


 


(f) Conditions
Upon Issuance of Shares.


 


(i) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Corporation with
respect to such compliance.


 


(ii) Investment
Representations. As a condition to the exercise of an Award, the Corporation may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Corporation, such a representation is required.


 


(g) Shareholder
Approval. The Plan will be subject to approval by the shareholders of the Corporation within twelve (12) months after the date
the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


SECTION 15. No Employment or Service Retention
Rights.


 


Nothing in the Plan or in any
Award granted under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation (or any Subsidiary employing or retaining the Participant)
or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason,
with or without cause.


 


SECTION 16. Duration and Amendments.


 


(a) Term
of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject
to the approval of the Corporation’s shareholders. In the event that the shareholders fail to approve the Plan within 12 months
after its adoption by the Board of Directors, any grants of Awards that have already occurred for which shareholder approval is a prerequisite
for the granting of such Awards, shall be rescinded, and no such additional grants or awards shall be made thereafter under the Plan.
The Plan shall terminate automatically ten (10) years after its adoption only with respect to the Corporation’s ability to grant
ISOs under the Plan and may be terminated at any date by the Board of Directors pursuant to paragraph (b) below.


 


(b) Right
to Amend or Terminate the Plan. The Committee may amend, suspend or terminate the Plan at any time and for any reason; provided,
however, that certain amendments, including amendments that increase the number of Ordinary Shares available for issuance under the Plan
(except as provided in Section 13) or change the class of persons who are eligible for the grant of ISOs, shall be subject to the
approval of the Corporation’s shareholders. The Corporation will obtain shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws. For purposes of clarity, without shareholder approval (i) no amendment or
modification may reduce the Exercise Price of any Option or SAR, (ii) the Committee may not cancel any outstanding Option or SAR
where the Fair Market Value of the Ordinary Shares underlying such Option or SAR is less than its Exercise Price and replace it with a
new Option or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing”
for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the
Ordinary Shares are listed or quoted.


 




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(c) Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Committee, which agreement must be in writing and signed by the Participant
and the Corporation. No Ordinary Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of
an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any shares of Restricted
Shares or Performance Shares previously issued or any Option previously granted under the Plan.


 


SECTION 17. Execution.


 


To record the adoption of the
Plan by the Board of Directors, the Corporation has caused its authorized officer to execute the same.


 


	 	MAINZ BIOMED B.V.
	 	 
	 	By:	                   
	 	Title:	 
	 	Date:	 


 


 


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