EXHIBIT 10.1 2017 NON-QUALIFIED STOCK COMPENSATION PLAN


 


 


2017
NON-QUALIFIED STOCK COMPENSATION PLAN


 


1.       Purpose
of Plan


 


1.1       This
2017 NON-QUALIFIED STOCK COMPENSATION PLAN (the “Plan”) of Viva Entertainment Group Inc., a Nevada corporation (the
“Company”) for employees, directors, officers, consultants, advisors and other persons associated with the Company,
is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its
management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the Company. Further, the availability and offering of stock options and
common stock under the Plan supports and increases the Company's ability to attract and retain individuals of exceptional talent
upon whom, in large measure, the sustained progress, growth and profitability of the Company depends.


 


2.       Definitions


 


2.1       For
Plan purposes, except where the context might clearly indicate otherwise, the following terms shall have the meanings set forth
below:


 


“Board”
shall mean the Board of Directors of the Company.


 


“Committee”
shall mean the Compensation Committee, or such other committee appointed by the Board, which shall be designated by the Board to
administer the Plan, or the Board if no committees have been established. The Committee shall be composed of three or more persons
as from time to time are appointed to serve by the Board. Each member of the Committee, while serving as such, shall be a disinterested
person with the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934.


 


“Common
Shares” shall mean the Company's Common Shares, $.00001 par value per share, or, in the event that the outstanding Common
Shares are hereafter changed into or exchanged for different shares of securities of the Company, such other shares or securities.


 


“Company”
shall mean Viva Entertainment Group Inc., a Nevada corporation (“OTTV”),
and any parent or subsidiary corporation of OTTV, as such terms are defined in Sections 425(e) and 425(f), respectively, of the
Code.


 


“Fair
Market Value” shall mean, with respect to the date a given stock option is granted or exercised, the average of the highest
and lowest reported sales prices of the Common Shares, as reported by such responsible reporting service as the Committee may select,
or if there were not transactions in the Common Shares on such day, then the last preceding day on which transactions took place.
The above withstanding, the Committee may determine the Fair Market Value in such other manner as it may deem more equitable for
Plan purposes or as is required by applicable laws or regulations.


 


“Optionee”
shall mean an employee of the company who has been granted one or more Stock Options under the Plan.


 


“Common
Stock” shall mean shares of common stock which are issued by the Company pursuant to Section 5, below.


 


“Common Stockholder”
means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant
to this Plan.


 


“Common Stock Agreement”
means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares
of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate.


 


“Stock
Option” or “Non-Qualified Stock Option” or “NQSO” shall mean a stock option granted pursuant to the
terms of the Plan.


 


“Stock
Option Agreement” shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Common
Shares hereunder.


 






    	 	 



    	 	 	 



    

 


 


3.       Administration
of the Plan


 


3.1       The
Committee shall administer the Plan and accordingly, it shall have full power to grant Stock Options and Common Stock, construe
and interpret the Plan, establish rules and regulations and perform all other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper.


 


3.2       The
determination of those eligible to receive Stock Options and Common Stock, and the amount, type and timing of each grant and the
terms and conditions of the respective stock option agreements and Common Stock Agreements shall rest in the sole discretion of
the Committee, subject to the provisions of the Plan.


 


3.3       The
Committee may cancel any Stock Options awarded under the Plan if an Optionee conducts himself in a manner which the Committee determines
to be inimical to the best interest of the Company, as set forth more fully in paragraph 8 of Article 11 of the Plan.


 


3.4       The
Board, or the Committee, may correct any defect, supply any omission or reconcile any inconsistency in the Plan, or in any granted
Stock Option, in the manner and to the extent it shall deem necessary to carry it into effect.


 


3.5       Any
decision made, or action taken, by the Committee or the Board arising out of or in connection with the interpretation and administration
of the Plan shall be final and conclusive.


 


3.6The
Committee shall, in its discretion, have the power to issue Common Shares to holders of non-qualified incentive stock option agreements
which are outstanding as of the date hereof , pursuant to the terms of those option agreements.


 


3.7       Meetings
of the Committee shall be held at such times and places as shall be determined by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any
meeting shall decide any question brought before that meeting. In addition, the Committee may take any action otherwise proper
under the Plan by the affirmative vote, taken without a meeting, of a majority of its members.


 


3.8       No
member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission
on his own part, including, but not limited to, the exercise of any power or discretion given to him under the Plan, except those
resulting from his own gross negligence or willful misconduct.


 


3.9       The
Company, through its management, shall supply full and timely information to the Committee on all matters relating to the eligibility
of Optionees, their duties and performance, and current information on any Optionee's death, retirement, disability or other termination
of association with the Company, and such other pertinent information as the Committee may require. The Company shall furnish the
Committee with such clerical and other assistance as is necessary in the performance of its duties hereunder.


 






    	 	 



    	 	 	 



    

 


 


4.       Shares
Subject to the Plan


 


4.1       The
total number of shares of the Company available for grants of Stock Options and Common Stock under the Plan shall be 500,000,000
Common Shares, subject to adjustment in accordance with Article 7 of the Plan, which shares may be either authorized but unissued
or reacquired Common Shares of the Company.


 


4.2       If
a Stock Option or portion thereof shall expire or terminate for any reason without having been exercised in full, the unpurchased
shares covered by such NQSO shall be available for future grants of Stock Options.


 


5.       Award
Of Common Stock


 


5.1       The
Board or Committee from time to time, in its absolute discretion, may (a) award Common Stock to employees of, consultants to, and
directors of the Company, and such other persons as the Board or Committee may select, and (b) permit Holders of Options to exercise
such Options prior to full vesting therein and hold the Common Shares issued upon exercise of the Option as Common Stock. In either
such event, the owner of such Common Stock shall hold such stock subject to such vesting schedule as the Board or Committee may
impose or such vesting schedule to which the Option was subject, as determined in the discretion of the Board or Committee.


 


5.2       Common
Stock shall be issued only pursuant to a Common Stock Agreement, which shall be executed by the Common Stockholder and the Company
and which shall contain such terms and conditions as the Board or Committee shall determine consistent with this Plan, including
such restrictions on transfer as are imposed by the Common Stock Agreement.


 


5.3       Upon
delivery of the shares of Common Stock to the Common Stockholder, below, the Common Stockholder shall have, unless otherwise provided
by the Board or Committee, all the rights of a stockholder with respect to said shares, subject to the restrictions in the Common
Stock Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Common Stock.


 


5.4.       Notwithstanding
anything in this Plan or any Common Stock Agreement to the contrary, no Common Stockholders may sell or otherwise transfer, whether
or not for value, any of the Common Stock prior to the date on which the Common Stockholder is vested therein.


 


5.5       All
shares of Common Stock issued under this Plan (including any shares of Common Stock and other securities issued with respect to
the shares of Common Stock as a result of stock dividends, stock splits or similar changes in the capital structure of the Company)
shall be subject to such restrictions as the Board or Committee shall provide, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability of the Common Stock and restrictions based on duration of employment with
the Company, Company performance and individual performance; provided that the Board or Committee may, on such terms and conditions
as it may determine to be appropriate, remove any or all of such restrictions. Common Stock may not be sold or encumbered until
all applicable restrictions have terminated or expire. The restrictions, if any, imposed by the Board or Committee or the Board
under this Section 5 need not be identical for all Common Stock and the imposition of any restrictions with respect to any Common
Stock shall not require the imposition of the same or any other restrictions with respect to any other Common Stock.


 


5.6       Each
Common Stock Agreement shall provide that the Company shall have the right to repurchase from the Common Stockholder the unvested
Common Stock upon a termination of employment, termination of directorship or termination of a consultancy arrangement, as applicable,
at a cash price per share equal to the purchase price paid by the Common Stockholder for such Common Stock.


 


5.7       In
the discretion of the Board or Committee, the Common Stock Agreement may provide that the Company shall have the a right of first
refusal with respect to the Common Stock and a right to repurchase the vested Common Stock upon a termination of the Common Stockholder's
employment with the Company, the termination of the Common Stockholder's consulting arrangement with the Company, the termination
of the Common Stockholder's service on the Company's Board, or such other events as the Board or Committee may deem appropriate.


 


5.8       The
Board or Committee shall cause a legend or legends to be placed on certificates representing shares of Common Stock that are subject
to restrictions under Common Stock Agreements, which legend or legends shall make appropriate reference to the applicable restrictions.


 






    	 	 



    	 	 	 



    

 


 


6.       Stock
Option Terms and Conditions


 


6.1       Consistent
with the Plan's purpose, Stock Options may be granted to non-employee directors of the Company or other persons who are performing
or who have been engaged to perform services of special importance to the management, operation or development of the Company.


 


6.2       All
Stock Options granted under the Plan shall be evidenced by agreements which shall be subject to applicable provisions of the Plan,
and such other provisions as the Committee may adopt, including the provisions set forth in paragraphs 2 through 11 of this Section
6.


 


6.3       All
Stock Options granted hereunder must be granted within ten years from the earlier of the date of this Plan is adopted or approved
by the Company's shareholders.


 


6.4       No
Stock Option granted to any employee or 10% Shareholder shall be exercisable after the expiration of ten years from the date such
NQSO is granted. The Committee, in its discretion, may provide that an Option shall be exercisable during such ten year period
or during any lesser period of time.


 


The
Committee may establish installment exercise terms for a Stock Option such that the NQSO becomes fully exercisable in a series
of cumulating portions. If an Optionee shall not, in any given installment period, purchase all the Common Shares which such Optionee
is entitled to purchase within such installment period, such Optionee's right to purchase any Common Shares not purchased in such
installment period shall continue until the expiration or sooner termination of such NQSO. The Committee may also accelerate the
exercise of any NQSO. However, no NQSO, or any portion thereof, may be exercisable until thirty (30) days following date of grant
(“30-Day Holding Period.”).


 


6.5       A
Stock Option, or portion thereof, shall be exercised by delivery of (i) a written notice of exercise of the Company specifying
the number of common shares to be purchased, and (ii) payment of the full price of such Common Shares, as fully set forth in paragraph
6 of this Section 6.


 


No
NQSO or installment thereof shall be exercisable except with respect to whole shares, and fractional share interests shall be disregarded.
Not less than 100 Common Shares may be purchased at one time unless the number purchased is the total number at the time available
for purchase under the NQSO. Until the Common Shares represented by an exercised NQSO are issued to an Optionee, he shall have
none of the rights of a shareholder.


 






    	 	 



    	 	 	 



    

 


 


6.6       The
exercise price of a Stock Option, or portion thereof, may be paid:


 


A.       In
United States dollars, in cash or by cashier's check, certified check, bank draft or money order, payable to the order of the Company
in an amount equal to the option price; or


 


B.       At
the discretion of the Committee, through the delivery of fully paid and nonassessable Common Shares, with an aggregate Fair Market
Value on the date the NQSO is exercised equal to the option price, provided such tendered Shares have been owned by the Optionee
for at least one year prior to such exercise; or


 


C.       By
a combination of both A and B above.


 


D.       A
Stock Option, or a portion thereof, may also be exercised by means of a


“cashless exercise” in which Optionee
shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)]
by (A), where:


 


(A) =       the
closing price on the trading day preceding the date of such election;


(B) =       the
exercise price of a Stock Option, as adjusted; and


	 	(X) =	the number of Common Shares issuable upon exercise of a Stock Option in accordance with the terms of the Stock Option.


The Committee
shall determine acceptable methods for tendering Common Shares as payment upon exercise of a Stock Option and may impose such limitations
and prohibitions on the use of Common Shares to exercise an NQSO as it deems appropriate.


 


6.7       With
the Optionee's consent, the Committee may cancel any Stock Option issued under this Plan and issue a new NQSO to such Optionee.


 


6.8       Except
by will or the laws of descent and distribution, no right or interest in any Stock Option granted under the Plan shall be assignable
or transferable, and no right or interest of any Optionee shall be liable for, or subject to, any lien, obligation or liability
of the Optionee. Stock Options shall be exercisable during the Optionee's lifetime only by the Optionee or the duly appointed legal
representative of an incompetent Optionee.


 


6.9       If
the Optionee shall die while associated with the Company or within three months after termination of such association, the personal
representative or administrator of the Optionee's estate or the person(s) to whom an NQSO granted hereunder shall have been validly
transferred by such personal representative or administrator pursuant to the Optionee's will or the laws of descent and distribution,
shall have the right to exercise the NQSO for one year after the date of the Optionee's death, to the extent (i) such NQSO was
exercisable on the date of such termination of employment by death, and (ii) such NQSO was not exercised, and (iii) the exercise
period may not be extended beyond the expiration of the term of the Option.


 


No
transfer of a Stock Option by the will of an Optionee or by the laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such
other evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee
or transferee of the terms and conditions by such Stock Option.


 


In
the event of death following termination of the Optionee's association with the Company while any portion of an NQSO remains exercisable,
the Committee, in its discretion, may provide for an extension of the exercise period of up to one year after the Optionee's death
but not beyond the expiration of the term of the Stock Option.


 


6.10       Any
Optionee who disposes of Common Shares acquired on the exercise of a NQSO by sale or exchange either (i) within two years after
the date of the grant of the NQSO under which the stock was acquired, or (ii) within one year after the acquisition of such Shares,
shall notify the Company of such disposition and of the amount realized upon such disposition. The transfer of Common Shares may
also be Common by applicable provisions of the Securities Act of 1933, as amended.


 


 






    	 	 



    	 	 	 



    

 


7.       Adjustments
or Changes in Capitalization


 


7.1       In
the event that the outstanding Common Shares of the Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend:


 


A.       Prompt,
proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to Stock
Options which may be granted under the Plan, such that the Optionee shall have the right to purchase such Common Shares as may
be issued in exchange for the Common Shares purchasable on exercise of the NQSO had such merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split-up or stock dividend not taken place;


 


B.       Rights
under unexercised Stock Options or portions thereof granted prior to any such change, both as to the number or kind of shares and
the exercise price per share, shall be adjusted appropriately, provided that such adjustments shall be made without change in the
total exercise price applicable to the unexercised portion of such NQSO's but by an adjustment in the price for each share covered
by such NQSO's; or


 


C.       Upon
any dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation,
each outstanding Stock Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such
dissolution, liquidation, merger or combination, to exercise his NQSO in whole or in part, to the extent that it shall not have
been exercised, without regard to any installment exercise provisions in such NQSO.


 


7.2       The
foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. No fractional
Shares shall be issued under the Plan on account of any such adjustments.


 


8.       Merger,
Consolidation or Tender Offer


 


8.1       If
the Company shall be a party to a binding agreement to any merger, consolidation or reorganization or sale of substantially all
the assets of the Company, each outstanding Stock Option shall pertain and apply to the securities and/or property which a shareholder
of the number of Common Shares of the Company subject to the NQSO would be entitled to receive pursuant to such merger, consolidation
or reorganization or sale of assets.


 


8.2       In
the event that:


 


A.       Any
person other than the Company shall acquire more than 20% of the Common Shares of the Company through a tender offer, exchange
offer or otherwise;


 


B.       A
change in the “control” of the Company occurs, as such term is defined in Rule 405 under the Securities Act of 1933;


 


C.       There
shall be a sale of all or substantially all of the assets of the Company;


 


any then
outstanding Stock Option held by an Optionee, who is deemed by the Committee to be a statutory officer (“Insider”)
for purposes of Section 16 of the Securities Exchange Act of 1934 shall be entitled to receive, subject to any action by the Committee
revoking such an entitlement as provided for below, in lieu of exercise of such Stock Option, to the extent that it is then exercisable,
a cash payment in an amount equal to the difference between the aggregate exercise price of such NQSO, or portion thereof, and,
(i) in the event of an offer or similar event, the final offer price per share paid for Common Shares, or such lower price as the
Committee may determine to conform an option to preserve its Stock Option status, times the number of Common Shares covered by
the NQSO or portion thereof, or (ii) in the case of an event covered by B or C above, the aggregate Fair Market Value of the Common
Shares covered by the Stock Option, as determined by the Committee at such time.


 


8.3       Any
payment which the Company is required to make pursuant to paragraph 8.2 of this Section 8 shall be made within 15 business days,
following the event which results in the Optionee's right to such payment. In the event of a tender offer in which fewer than all
the shares which are validly tendered in compliance with such offer are purchased or exchanged, then only that portion of the shares
covered by an NQSO as results from multiplying such shares by a fraction, the numerator of which is the number of Common Shares
acquired pursuant to the offer and the denominator of which is the number of Common Shares tendered in compliance with such offer
shall be used to determine the payment thereupon. To the extent that all or any portion of a Stock Option shall be affected by
this provision, all or such portion of the NQSO shall be terminated.


 


8.4       Notwithstanding
paragraphs 8.1 and 8.3 of this Section 8, the Committee may, by unanimous vote and resolution, unilaterally revoke the benefits
of the above provisions; provided, however, that such vote is taken no later than ten business days following public announcement
of the intent of an offer or the change of control, whichever occurs earlier.


 


 






    	 	 



    	 	 	 



    

 


9.       Amendment
and Termination of Plan


 


9.1       The
Board may at any time, and from time to time, suspend or terminate the Plan in whole or in part or amend it from time to time in
such respects as the Board may deem appropriate and in the best interest of the Company.


 


9.2       No
amendment, suspension or termination of this Plan shall, without the Optionee's consent, alter or impair any of the rights or obligations
under any Stock Option theretofore granted to him under the Plan.


 


9.3       The
Board may amend the Plan, subject to the limitations cited above, in such manner as it deems necessary to permit the granting of
Stock Options meeting the requirements of future amendments or issued regulations, if any, to the Code.


 


9.4       No
NQSO may be granted during any suspension of the Plan or after termination of the Plan.


 


10.       Government
and Other Regulations


 


10.1       The
obligation of the Company to issue, transfer and deliver Common Shares for Stock Options exercised under the Plan shall be subject
to all applicable laws, regulations, rules, orders and approval which shall then be in effect and required by the relevant stock
exchanges on which the Common Shares are traded and by government entities as set forth below or as the Committee in its sole discretion
shall deem necessary or advisable. Specifically, in connection with the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue Common Shares unless the Committee has received evidence satisfactory
to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration
is not required. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company may,
but shall in no event be obligated to, take any other affirmative action in order to cause the exercise of a Stock Option or the
issuance of Common Shares pursuant thereto to comply with any law or regulation of any government authority.


 


11.       Miscellaneous
Provisions


 


11.1       No
person shall have any claim or right to be granted a Stock Option or Common Stock under the Plan, and the grant of an NQSO or Common
Stock under the Plan shall not be construed as giving an Optionee or Common Stockholder the right to be retained by the Company.
Furthermore, the Company expressly reserves the right at any time to terminate its relationship with an Optionee with or without
cause, free from any liability, or any claim under the Plan, except as provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.


 


11.2       Any
expenses of administering this Plan shall be borne by the Company.


 


11.3       The
payment received from Optionee from the exercise of Stock Options under the Plan shall be used for the general corporate purposes
of the Company.


 


11.4       The
place of administration of the Plan shall be in the State of Nevada, and the validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance
with the laws of the State of Nevada.


 


11.5       Without
amending the Plan, grants may be made to persons who are foreign nationals or employed outside the United States, or both, on such
terms and conditions, consistent with the Plan's purpose, different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to create equitable opportunities given differences in tax laws in other countries.


 


11.6       In
addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the
Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in
connection with the Plan or any Stock Option granted thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution
of any such action, suit or proceeding a Committee member shall, in writing, give the Company notice thereof and an opportunity,
at its own expense, to handle and defend the same, with counsel acceptable to the Optionee, before such Committee member undertakes
to handle and defend it on his own behalf.


 


11.7       Stock
Options may be granted under this Plan from time to time, in substitution for stock options held by employees of other corporations
who are about to become employees of the Company as the result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of the assets of the employing corporation or the acquisition by the Company of stock
of the employing corporation as a result of which it becomes a subsidiary of the Company. The terms and conditions of such substitute
stock options so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board of Directors
of the Company at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the stock options
in substitution for which they are granted, but no such variations shall be such as to affect the status of any such substitute
stock options as a stock option under Section 422A of the Code.


 


11.8       Notwithstanding
anything to the contrary in the Plan, if the Committee finds by a majority vote, after full consideration of the facts presented
on behalf of both the Company and the Optionee, that the Optionee has been engaged in fraud, embezzlement, theft, insider trading
in the Company's stock, commission of a felony or proven dishonesty in the course of his association with the Company or any subsidiary
corporation which damaged the Company or any subsidiary corporation, or for disclosing trade secrets of the Company or any subsidiary
corporation, the Optionee shall forfeit all unexercised Stock Options and all exercised NQSO's under which the Company has not
yet delivered the certificates and which have been earlier granted to the Optionee by the Committee. The decision of the Committee
as to the cause of an Optionee's discharge and the damage done to the Company shall be final. No decision of the Committee, however,
shall affect the finality of the discharge of such Optionee by the Company or any subsidiary corporation in any manner.


 


12.       Written
Agreement


 


12.1       Each
Stock Option granted hereunder shall be embodied in a written Stock Option Agreement which shall be subject to the terms and conditions
prescribed above and shall be signed by the Optionee and by the Chairman of the Company, for and in the name and on behalf of the
Company. Such Stock Option Agreement shall contain such other provisions as the Committee, in its discretion shall deem advisable.


 






    	 	 



    	 	 	 



    

 


Number of Shares: 
Date of Grant: 


 


FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT


 


AGREEMENT made this day
of  2017, between  (the “Optionee”), and Viva Entertainment Group Inc. (the “Company”).


 


1.       Grant
of Option


 


The
Company, pursuant to the provisions of the 2017 Non-Qualified Stock Compensation Plan (the “Plan”), adopted by the
Board of Directors on November 15, 2017, the Company hereby grants to the Optionee, subject to the terms and conditions set forth
or incorporated herein, an option to purchase from the Company all or any part of an aggregate of  shares of its $.00001
par value common stock, as such common stock is now constituted, at the purchase price of $__ per share. The provisions
of the Plan governing the terms and conditions of the Option granted hereby are incorporated in full herein by reference.


 


2.       Exercise


 


The
Option evidenced hereby shall be exercisable in whole or in part on or after _________ and on or before ______, provided
that the cumulative number of shares of common stock as to which this Option may be exercised (except in the event of death, retirement,
or permanent and total disability, as provided in paragraph 6.9 of the Plan) shall not exceed the following amounts:


 


Cumulative
Number Prior to Date



of Shares  (Not Inclusive of)


  


 


 


The Option
evidenced hereby shall be exercisable by the delivery to and receipt by the Company of (i) written notice of election to exercise,
in the form set forth in Attachment B hereto, specifying the number of shares to be purchased; (ii) accompanied by payment of the
full purchase price thereof in cash or certified check payable to the order of the Company, or by fully paid and nonassessable
common stock of the Company properly endorsed over to the Company, or by a combination thereof, and (iii) by return of this Stock
Option Agreement for endorsement of exercise by the Company on Schedule I hereof. In the event fully paid and nonassessable common
stock is submitted as whole or partial payment for shares to be purchased hereunder, such common stock will be valued at their
Fair Market Value (as defined in the Plan) on the date such shares received by the Company are applied to payment of the exercise
price.


 



    	 	 



    	 	 	 



    




3.       Transferability


 


The
Option evidenced hereby is not assignable or transferable by the Optionee other than by the Optionee's will or by the laws of descent
and distribution, as provided in paragraph 6.9 of the Plan. The Option shall be exercisable only by the Optionee during his lifetime.


 


Viva Entertainment
Group Inc.


 


 


By_________________________


Name:


ATTEST: Title:


 


 


 


 


Secretary


 


Optionee
hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts this Option subject to each and every term and provision
of such Plan. Optionee hereby agrees to accept as binding, conclusive and final, all decisions or interpretations of the Board
of Directors administering the Plan on any questions arising under such Plan. Optionee recognizes that if Optionee's employment
with the Company or any subsidiary thereof shall be terminated without cause, or by the Optionee, prior to completion or satisfactory
performance by Optionee (except as otherwise provided in paragraph 6 of the Plan) all of the Optionee's rights hereunder shall
thereupon terminate; and that, pursuant to paragraph 6 of the Plan, this Option may not be exercised while there is outstanding
to Optionee any unexercised Stock Option granted to Optionee before the date of grant of this Option.


 


Dated: _______________________________







 





_______________________________




Optionee





 





_______________________________




Print Name


 








_______________________________




Address


  





_______________________________







Social Security
No.


 






    	 	 



    	 	 	 



    

 


ATTACHMENT B


 


NOTICE OF EXERCISE


 


 


 


To:Viva Entertainment Group Inc.


 


 


 


(1)  
The undersigned hereby elects to purchase ________ shares of Common Shares (the “Common
Shares”), of Viva Entertainment Group Inc. pursuant to the terms of the attached Non-Qualified Stock Option Agreement, and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


(2)  
Please issue a certificate or certificates representing said shares of Common Shares in the
name of the undersigned or in such other name as is specified below:


 


_______________________________


(Name)


 


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(Address)


 


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Dated:


 


 


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Signature


 


	Optionee:_______________________________	Date of Grant:_______________________________






 


 



    	 	 



    	 	 	 



    




 


 


 


SCHEDULE
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	DATE	SHARES PURCHASED	PAYMENT RECEIVED	
        UNEXERCISED 

        SHARES

        REMAINING
	
        ISSUING

        OFFICER

        INITIALS