Exhibit 10.1


 


AMENDED AND RESTATED INCENTIVE STOCK
OPTION PLAN


 


	1.	PURPOSE OF THE PLAN
	 	 
	 	This Amended and Restated
Incentive Stock Option Plan has been established by the Company for directors, officers and Service Providers (as defined below)
of the Company and its subsidiaries (collectively, the "Eligible Persons"). The purpose of this Plan is to provide
long term incentives to attract, motivate and retain directors and key employees of the Company and its affiliates who, in the
judgement of the Board, will be largely responsible for its future growth and success.
	 	 
	2.	DEFINITIONS
	 	 
	 	In this Plan, the following terms have the following
meanings:
	 	 
	2.1	"Applicable
Laws" means the legal requirements relating to stock option plans, if any, pursuant to the Securities Acts and the regulations
thereunder of each of the provinces of Canada, U.S. state corporate laws, U.S. federal and state and securities laws, the Code
and the rules of any applicable Exchanges.
	 	 
	2.2	"Associate"
means an associate as defined in the Securities Act.
	 	 
	2.3	"Board"
means the Board of Directors of the Company.
	 	 
	2.4	"Business
Day" means any day other than a Saturday, Sunday or a statutory holiday observed in the Province of British Columbia.
	 	 
	2.5	"Change
of Control" means:



 


		(a)	any Person, or combination of Persons acting jointly or in concert, acquiring
or becoming the beneficial owner of, directly or indirectly, more than 50% of the voting securities of the Company, whether through
the acquisition of previously issued and outstanding voting securities of the Company or of voting securities of the Company that
have not been previously issued, or any combination thereof or any other transaction having a similar effect; and



 


		(b)	amalgamation, merger or arrangement of the Company with or
                                                          into another entity where the holders of Shares immediately prior to the transaction will hold less than 51% of the
                                                          voting securities of the resulting entity upon completion of the transaction.



 





	2.6	"Code"
means the United States Internal Revenue Code of 1986, as amended.
	 	 
	2.7	"Company" means Intrinsyc Technologies
Corporation, its successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority
of the Board or any person or committee that has been designated for the purpose by the Company including, without limitation,
the Human Resources/ Compensation Committee.
	 	 
	2.8	"Disability" means any disability
with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the
Optionee from:



 


		(a)	being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its
                                                               subsidiaries; or



 


 


 


 






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	 	(b)	acting
as a director or officer of the Company or its subsidiaries.



 



	2.9	"Exchanges" means The Toronto
Stock Exchange and any other stock exchange on which the Shares are listed.
	 	 
	2.10	"Expiry Date" means the date
set by the Board under subsection 4.1 of the Plan, as the last date on which an Option may be exercised subject to section 5.1.
	 	 
	2.11	"Grant Date" means the date
specified in an Option Agreement as the date on which an Option is granted.
	 	 
	2.12	"Human Resources/Compensation Committee"
means the committee, as constituted from time to time, which may be appointed by the Board to, among other things, interpret,
administer and implement the Plan, and includes any successor committee appointed by the Board for such purposes.
	 	 
	2.13	"Incentive Stock Option" means
an Option intended to qualify as an incentive stock option within the meaning of section 422 of the Code, as designated in the
applicable Option Agreement.
	 	 
	2.14	"Insider" means an insider as
defined in the Securities Act, as amended from time to time.
	 	 
	2.15	"Joint Actor" means a person
acting jointly or in concert with an offeror, as such term is defined in the Securities Act.
	 	 
	2.16	"Market Price" means, as of
any date, the value of the Shares, determined as follows:



 


		(a)	if the Shares are listed on the TSX Venture Exchange, the Market Price shall
be the closing sales price for the Shares (or the closing bid, if no sales were reported) as quoted on such exchange for the market
trading day immediately prior to the date of determination less any discount permitted by the Canadian Venture Exchange;



 


		(b)	if the Shares are listed on The Toronto Stock Exchange, the Market Price
shall be the closing price per Share on The Toronto Stock Exchange for the last market trading day prior to the time of determination
or, for the last market trading day the Shares were traded prior to the date of determination;



 


		(c)	if the Shares are listed on an exchange other than the Canadian Venture
Exchange or The Toronto Stock Exchange, the Market Price shall be the closing sales price of the Shares (or the closing bid, if
no sales were reported) as quoted on such exchange for the last market trading day prior to the time of determination; and



 


		(d)	if the Shares are not listed on an exchange, the Market Price shall be determined in good faith by the Board.





 


	2.17	"Non-Qualified Stock Option"
means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.
	 	 
	2.18	"Option" means an option to
purchase Shares granted pursuant to this Plan.



 


 


 


 


 


 


 






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	2.19	"Option Agreement" means an agreement,
in the form attached hereto as Schedule "A", whereby the Company grants to an Optionee an Option, or an agreement, in
the form attached hereto as Schedule "B", whereby the Company grants to a U.S. Optionee an Option, as the case may be.
	 	 
	2.20	"Optionee" means each of the
directors, officers and Service Providers granted an Option pursuant to this PIan and their heirs, executors and administrators
and, subject to the policies of the Exchange, an Optionee may also be a corporation wholly owned by an individual eligible for
an Option grant pursuant to this Plan.
	 	 
	2.21	"Option Price" means the price
per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 6.
	 	 
	2.22	"Option Shares" means the aggregate
number of Shares which an Optionee may purchase under an Option.
	 	 
	2.23	"Person" has the meaning ascribed
thereto in the Securities Act, as amended from time to time.
	 	 
	2.24	"Plan" means this Amended and
Restated Incentive Stock Option Plan.
	 	 
	2.25	"Shares" means the common
shares in the capital of the Company as constituted on the date of this agreement provided that, in the event of any adjustment
pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving
rise to the adjustment.
	 	 
	2.26	"Securities Act" means the
Securities Act, R.S.B.C., c.418, as amended.
	 	 
	2.27	"Service Provider" means:



 





	 	(a)	an employee or Insider of the Company or any of its subsidiaries;
	 	 	 
	 	(b)	any other person or company engaged to provide ongoing management or consulting services for the Company or for any entity controlled
by the Company; and
	 	 	 
	 	(c)	any person who is providing ongoing management or consulting services to the Company or to any entity controlled by the Company
indirectly through a company that is a Service Provider under subsection 2.27(b).



 


	2.28	"Share Bonus Plan" means the
Share Bonus Plan established pursuant to Part 7 hereof
	 	 
	2.29	"Stock Option Plan" means
the Stock Option Plan established pursuant to Part 4 hereof.
	 	 
	2.30	"U.S. Optionee" means an Optionee
who is a United States citizen or resident within the meaning of the Code.
	 	 
	2.31	"U.S. Subsidiary" means a subsidiary
of the Company within the meaning of section 424(f) of the Code or any successor provision.



 


 


 


 






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	2.32	"Unissued Option Shares" means the number
of Shares, at a particular time, which have been allotted for issuance upon the exercise of an Option but which have not been
issued, as adjusted from time to time in accordance with the provisions of section 6, such adjustments to be cumulative.
	 	 
	2.33	"Unvested Option" means an Option that
has not become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.
	 	 
	2.34	"Vested Option" means an Option
that has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.
	 	 
	3.	ADMINISTRATION OF THE PLAN
	 	 
	3.1	The Plan shall be administered by the Board, or
if the Board constitutes a Human Resources/Compensation Committee, by the Human Resources/Compensation Committee.
	 	 
	3.2	The Board, or if the Board constitutes a Human Resources/Compensation
Committee, such committee of the Board, shall have the power, where consistent with the general purposes and intent of the Plan
and subject to the specific provisions of the Plan and the policies of the Exchange from time to time in effect:



 


	 	(a)	to establish policies and procedures for carrying out the purposes, provisions and administration of the Plan;
	 	 	 
	 	(b)	to interpret and construe the Plan and to determine all questions arising out of the Plan and any Option granted pursuant to the Plan, and any such interpretation, construction or termination made by the Board
shall be final, binding and conclusive for all purposes;
	 	 	 
	 	(c)	
to determine which eligible Persons are granted Options and to grant Options;
	 	 	 
	 	(d)	to determine the number of Shares covered by each Option;
	 	 	 
	 	(e)	to determine the Option Price;
	 	 	 
	 	(f)	to determine the time or times when Options will be granted, vest and be exercisable;
	 	 	 
	 	(g)	to determine if the Shares that are subject to an option will be subject to any restrictions upon the exercise of such Option;
and
	 	 	 
	 	(h)	to prescribe the form of the instruments relating to the grant, exercise and other terms of options.






 


	3.3	A director
of the Company to whom an Option may be granted shall not participate in the decision of the Board to grant such Option.



 


 


 


 






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	4.	STOCK OPTION PLAN
	 	 
	4.1	Option Terms
	 	 
	 	The Board may from time
to time authorize the issue of Options to directors, officers and Service Providers of the Company and its subsidiaries. The Option
Price under each Option shall be not less than the Market Price. The Expiry Date for each Option shall be set by the Board at the
time of issue of the Option; provided, however, that if at any time the Expiry Date of an Option should be determined to occur
either during a period in which the trading of Shares by the Optionee is restricted under the insider trading policy or other policy
of the Company or within ten business days following such a period, such Expiry Date shall be deemed to be the date which is the
tenth business day following the date of such expiry of such restriction. Subject to the forgoing, the Expiry Date shall not be
more than 10 years after the Grant Date. Options shall not be assignable (or transferable) by the Optionee.
	 	 
	4.2	Limits on Shares Issuable on Exercise
of Options
	 	 
	 	Subject to adjustment as
provided below and in Section 6, the maximum number of Shares which may be issued pursuant to the Plan shall be the lower of (a)
a rolling number equal to 10% less one Share of the total issued and outstanding Shares from time to time and (b) 3,750,000 Shares.
For purposes of the foregoing, any Shares issued upon exercise of Options shall not reduce the percentage of Shares which may be
issuable pursuant to Options granted under the Plan. If any Option is terminated, cancelled or has expired without being fully
exercised, any un-issued Shares which have been reserved to be issued upon the exercise of the Options shall become available to
be issued upon the exercise of Options subsequently granted under the Plan.
	 	 
	 	





In addition, the maximum
number of Shares which may be issuable pursuant to the Stock Option Plan and the Share Bonus Plan together with all of the Company's
established or proposed share compensation arrangements other than those share compensation arrangements which do not require shareholder
approval and the Company’s Restricted Share Unit Plan dated May 16, 2017 (collectively, the "Incentive Plans")
shall not exceed a rolling number equal to 10% less one Share of the total issued and outstanding Shares from time to time, or
such additional amount as may be approved from time to time by the shareholders of the Company.

 


Notwithstanding the foregoing, the following
additional limitations apply:






 


	 	(a)	the number of Shares issuable to any one Optionee under the Incentive Plans shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis;
	 	 	 
	 	(b)	the number of Shares which may be issuable under the Incentive Plans within a one year period to any one Optionee who is an Insider and any Associate of such Insider, shall not exceed 5% of the total number
of issued and outstanding Shares on a non-diluted basis;
	 	 	 
	 	(c)	the number of Shares reserved for issuance to Insiders at any time, and the number of Shares issued to all Insiders within any one year period under the Incentive Plans, shall not exceed 10% less one Share
of the total number of issued and outstanding Shares on a non-diluted basis; and
	 	 	 
	 	(d)	the number of Shares reserved for issuance to non-employee directors under the Plan at any time shall not exceed 1% of the total
number of issued and outstanding Shares on a non-diluted basis, and the aggregate value of any grant under this Plan to any one
non-employee director in any calendar year shall not exceed $100,000.



 


 


 


 






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	4.3	Option Agreement
	 	 
	 	Each Option shall be confirmed
by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Company the Option Shares at
the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. The execution of an Option
Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.
	 	 
	5.	EXERCISE OF OPTION
	 	 
	5.1	When Options May be Exercised
	 	 
	 	Subject to subsections 5.3 and
5.4, an Option may be exercised to purchase any number of Shares up to the number of Vested Unissued Option Shares at any time
after the Grant Date up to 5:00 p.m. Vancouver time on the Expiry Date and shall not be exercisable thereafter; provided, however,
that if at any time the Expiry Date should be determined to occur either during a period in which the trading of Shares by the
Optionee is restricted under the insider trading policy or other policy of the Company or within 10 business days following such
a period, such date shall be deemed to be the date that is the 10th business day following the date of expiry of such
restriction.
	 	 
	5.2	Manner of Exercise
	 	 
	 	The Option shall be exercisable
by delivering to the Company a notice specifying the number of Shares in respect of which the Option is exercised together with
payment in full of the Option Price for each such Share. Upon notice and payment there will be a binding contract for the issue
of the Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's
cheque payable to the Company in the amount of the Option Price shall constitute payment of the Option Price unless the cheque
is not honoured upon presentation in which case the Option shall not have been validly exercised.
	 	 
	5.3	Vesting Option Shares
	 	 
	 	The Board or the Human Resources/Compensation
Committee may determine, in its sole discretion, the vesting schedule applicable to each Option, which vesting schedule will be
set out in the Option Agreement. The Board or the Human Resources/Compensation Committee may, in its sole discretion, and in certain
circumstances, amend, abridge, or otherwise eliminate any vesting schedule as it applies to any Option issued to directors, officers
or Service Providers pursuant to the Plan, so that any such Option, whether Vested or Unvested, may have an amended vesting schedule
or may immediately vest and become exercisable.
	 	 
	5.4	Termination
of Employment 
	 	 
	 	If an Optionee ceases to be
a director, officer or Service Provider of the Company or one of the Company's subsidiaries, his or her Option shall be exercisable
as follows:



 


	 	(a)	Death,
Disability or Retirement
	 	 	 
	 	 	If the Optionee ceases to be
a director, officer or Service Provider of the Company or subsidiary of the Company, due to his or her death, Disability or retirement
in accordance with the Company's retirement policy in force from time to time, or, in the case of an Optionee that is a company,
the death, Disability or retirement of the person who provides management or consulting services to the Company or to any entity
controlled by the Company, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at
any time up to but not after the earlier of:



 


 


 


 


 






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	 	(i)	365 days after the date of death, Disability or retirement; and
	 	 	 
	 	(ii)	the Expiry Date.



 



	 	(b)	Termination for Cause 
	 	 	 
	 	 	If the Optionee, or in
the case of an Option granted to an Optionee who falls under the definition of Service Provider set out in subsection 2.27(c),
the Optionee's employer, ceases to be a director, officer or Service Provider of the Company or a subsidiary of the Company as
a result of termination for cause, as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in
the case of the Optionee who satisfies the definition of Service Provider set out in subsection 2.27(c) of the Optionee's employer,
is employed or engaged; any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option
Shares that are Vested or not, shall be cancelled as of that date.
	 	 	 
	 	(c)	Early Retirement, Voluntary Resignation or Termination Other than For Cause 

                                                            

	 	 	If the Optionee, or in the case
of an Option granted to an Optionee who falls under the definition of Service Provider set out in subsection 2.27, the Optionee's
employer, ceases to be a director, officer or Service Provider of the Company or a subsidiary of the Company due to his or her
retirement at the request of his or her employer earlier than the normal retirement date under the Company's retirement policy
then in force or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation,
the Option then held by the Optionee as of the date of such retirement or resignation or date that the Optionee is notified or
becomes aware of such termination shall be exercisable to acquire Vested Unissued Option Shares at any time prior to the earlier
of the Expiry Date and the date which is 30 days from the date on which the Optionee or, in the case of an Option granted to an
Optionee who falls under the definition of Service Provider set out in subsection 2.27, the Optionee's employer, ceases to be a
director, officer or Service Provider of the Company or subsidiary of the Company; provided, however, if the end of such 30 day
period occurs either during a period in which the trading of Shares by the Optionee is restricted under the insider trading policy
or other policy of the Company or within 10 business days following such a period, the date determined under this subsection 5.4(c)(ii)
shall be the date which is the 10th business day following the date of the expiry of such restriction.


 


For greater certainty, an Option
that had not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred to in this
subsection 5.4 occurred, shall not be or become exercisable in respect to such Unissued Option Shares and shall be cancelled.






 


 


 


 






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	5.5	Effect of a Take Over Bid
	 	 
	 	If a
bona fide offer (the "Offer") for Shares is made to the Optionee or
to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted
in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of the
Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars
of the Offer. The Board, or if applicable, the Human Resources/Compensation Committee will have the sole discretion to amend,
abridge or otherwise eliminate any vesting schedule so that Option Shares subject to such Option will become Vested whereupon
the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares
received upon such exercise pursuant to the Offer. However, if:



 





	 	(a)	the
Offer is not completed within the time specified therein; or
	 	 	 
	 	(b)	all of the Option Shares tendered by the Optionee
pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,



 


	 	then the Option Shares
received upon such exercise, or in the case of clause (b) above the Option Shares that are not taken up and paid for, shall be
returned by the Optionee to the Company and reinstated as authorized but Unissued and, if applicable, Unvested Option Shares and
with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised on the terms for such
Option Shares becoming Vested shall be reinstated pursuant to subsection 5.3. If any Option Shares are returned to the Company
under this subsection 5.5, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.
	 	 
	5.6	Acceleration of Expiry Date
	 	 
	 	If at any time when an
Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the
Board may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise
of Options granted under the Plan Vested and accelerate the Expiry Date for the exercise of all unexercised Options granted under
the Plan so that all Options will either be exercised or expire prior to the date upon which Shares must be tendered pursuant to
the Offer.
	 	 
	5.7	Effect
of a Change of Control
	 	 
	 	If a Change of Control occurs,
the Board, or if applicable, the Human Resources/ Compensation Committee will have the sole discretion to amend, abridge or otherwise
eliminate any vesting schedule so that Option Shares subject to each outstanding Option will become Vested, whereupon such Option
may be exercised in whole or in part by the Optionee.
	 	 
	5.8	Exclusion From Severance Allowance Retirement Allowance or Termination Settlement
	 	 
	 	If the Optionee, or in the
case of an Option granted to an Optionee who falls under the definition of Service Provider set out in subsection 2.27(c), the
Optionee's employer, retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the
Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares
which were not Vested at that time or which, if Vested, were cancelled, shall not give rise to any right to damages and shall
not be included in the calculation of nor from any part of any severance allowance, retiring allowance or termination settlement
of any kind whatsoever in respect of such Optionee.



 


 


 


 






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	5.9	Financial Assistance
	 	 
	 	Subject to the provisions of
the Canada Business Corporations Act and, if required, subject to prior acceptance of the Exchanges, the Board may at any
time or from time to time authorize the Company to provide financial assistance to an Optionee, on such terms and conditions as
the Board may determine, to assist such Optionee in exercising his or her Options. Any financial assistance so provided will be
repayable with full recourse.
	 	 
	5.10	Shares Not Acquired
	 	 
	 	Any Unissued Option Shares not
acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the provisions
of the Plan.
	 	 
	6.	ADJUSTMENT OF OPTION PRICE AND NUMBER
OF OPTION SHARES
	 	 
	6.1	Share Reorganization
	 	 
	 	Whenever the Company issues
Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding
Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each
of such events being herein called a “Shares Reorganization”) then effective immediately after the record date
for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:



 


	 	(a)	the
Option Price will be adjusted to a price per Share which is the product of



 


		(i)	the Option Price in effect immediately before that effective date or record; and



 


		(ii)	a fraction the numerator of which is the total number of Shares outstanding on that
                                                                 effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total
                                                                 number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to
                                                                 the Share Reorganization; and



 


	 	(b)	the number
of Unissued Option Shares will be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective
date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii).



 


	6.2	Special
Distribution
	 	 
	 	Subject to the prior approval
of the Exchanges, whenever the Company issues by way of a dividend or otherwise distributes to all or substantially all holders
of the Shares:



 





	 	(a)	shares
of the Company, other than the Shares;



 


 


 






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	 	(b)	evidences of indebtedness;
	 	 	 
	 	(c)	any cash or other assets, excluding cash dividends (other than cash dividends which the board of directors of the Company has determined
to be outside the normal course); or
	 	 	 
	 	(d)	
rights, options or warrants;



 


	 	then to the extent that
such dividend or distribution does not constitute a Share Reorganization (any of such non excluded events being herein called a
“Special Distribution”), and effective immediately after the record date at which holders of Shares are determined
for purposes of the Special Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option Shares
will be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion
to be appropriate in order to properly reflect any diminution in value of the Shares as a result of such Special Distribution.
	 	 
	6.3	Corporate
Reorganization
	 	 
	 	Whenever there is:



 





		(a)	a reclassification of outstanding Shares, a change of Shares into other
shares or securities, or any other capital reorganization of the Company, other than as described in subsections 6.1 or 6.2;



 


		(b)	a consolidation, merger or amalgamation of the Company with or into another
corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other
share or securities; or



 


		(c)	a transaction whereby all or substantially all of the Company's undertaking
and assets become the property of another corporation;



 



	 	(any such event being herein
called a "Corporate Reorganization") the Optionee will have an option to purchase (at the times, and
subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued
Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property
that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had
been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Board.
	 	 
	6.4	Determination
of Option Price and Number of Unissued Option Shares
	 	 
	 	If any questions arise at any
time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Shares
Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Company's
auditors, or, if they decline to so act, any other firm of Chartered Professional Accountants in Vancouver, British Columbia, that
the Board may designate and who will have access to all appropriate records and such determination will be binding upon the Company
and all Optionees.



 


 


 


 






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	6.5	Regulatory
Approval
	 	 
	 	Any adjustment to the Option
Price or the number of unissued Option Shares purchasable under the Plan pursuant to the operation of any one of subsections 6.1,
6.2 or 6.3 is subject to the approval of the Exchanges and any other governmental authority having jurisdiction.
	 	 
	7.	SHARE BONUS PLAN
	 	 
	7.1	Participants
	 	 
	 	The Board shall have the
right, subject to subsection 7.2, to issue or reserve for issuance, for no cash consideration, to any senior officer or employee
of the Company or an affiliate of the Company or to an issuer, all of the voting securities of which are held by a director, senior
officer or employee of the Company or an affiliate of the Company, any number of Shares as a discretionary bonus subject to such
provisos and restrictions as the Board may determine. The price at which such Shares are issued shall be equal to (i) the Market
Price or (ii) the Market Price less the applicable discount under the private placement rules of the Exchange, provided that if
a discount is applied the Shares issued shall be subject to a 12 or 14 month hold period, whichever is applicable, as if the transaction
had been structured as a private placement.
	 	 
	7.2	Number
of Shares
	 	 
	 	Shares reserved for issuance
and issued under the Share Bonus Plan shall be subject to the limitations set out in subsection 4.2. In addition to those limitations,
(a) the number of Shares issuable under the Share Bonus Plan to any one Optionee that is employed by the Company in an investor
relations capacity shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis, and (b) Shares
may not be issued to non-employee directors under the Share Bonus Plan. The aggregate maximum number of Shares issued under the
Share Bonus Plan in each calendar quarter shall not exceed the lesser of 18,750 and such number of Shares as has an aggregate value
of not more than $50,000 based on the Market Price as at the end of that quarter provided that the aggregate maximum number of
Shares issued under the Share Bonus Plan shall not exceed 31,250 Shares.
	 	 
	7.3	Necessary
Approvals
	 	 
	 	The obligation of the Company
to issue and deliver any Shares pursuant to an award made under the Share Bonus Plan will be subject to all necessary approvals
of any securities regulatory authority having jurisdiction over the Shares.
	 	 
	8.	AMENDMENT AND TERMINATION OF THE PLAN
	 	 
	8.1	The Board shall have the power to, at any time and
from time to time and without shareholder approval, either prospectively or retrospectively, amend, suspend or terminate the Plan
or any Option granted under the Plan, including, without limiting the generality of the foregoing, changes of a clerical or grammatical
nature, changes regarding the persons eligible to participate in the Plan, changes regarding the right to exercise Options after
termination in accordance with Section 5.4 and changes regarding the vesting of Options; provided however that:



 


 


 






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	 	(a)	such amendment, suspension or termination is in accordance
    with Applicable Laws;
	 	 	 
	 	(b)	no such amendment, suspension or termination shall be made at any time to the extent such action would materially adversely affect the existing rights of an Optionee with respect to any then outstanding
Option, as determined by the Board, without his or her consent in writing;
	 	 	 
	 	(c)	the Board shall obtain shareholder approval of:



 


	 	(i)	any amendment to the maximum number of Shares specified in subsection 4.2 in respect of which Options may be granted under the Plan (other than pursuant to section 6);
	 	 	 
	 	(ii)	
any amendment that would reduce the exercise price of an outstanding Option (other than pursuant to section 6);
	 	 	 
	 	(iii)	any amendment that would extend the term of any Option granted under the Plan beyond the Expiry Date;
	 	 	 
	 	(iv)	any cancellation and re-issue of Options;
	 	 	 
	 	(v)	any amendments to eligible participants that may permit the introduction or re-introduction of non-employee directors on a discretionary basis or amendments that increase limits previously
imposed on non-employee director participation;
	 	 	 
	 	(vi)	any amendment which would permit Options granted under the Plan to be transferable or assignable other than for normal estate settlement purposes; and
	 	 	 
	 	(vii)	any amendment to this Section 8.1.



 





	8.2	If the Plan is terminated, the provisions
of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of
termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding
the termination of the Plan, the Board shall remain able to make such amendments to the Plan or the Options as they would have
been entitled to make if the Plan were still in effect.
	 	 
	9.	ADDITIONAL PROVISIONS CONCERNING U.S.
OPTIONEES
	 	 
	9.1	Options granted to a U.S. Optionee will
generally be Incentive Stock Options, provided however, that the Board may, at its discretion, at the time of the grant of the
Options, make a determination as to whether the Options will be deemed Incentive Stock Options or Non-Qualified Stock Options.
	 	 
	9.2	Options
granted to an Optionee who is a United States citizen or resident within the meaning of the Code and who is not an employee of
the Company or a U.S. Subsidiary will not be Incentive Stock Options. Any Option Agreement with such an Optionee for a grant of
Options under the Plan will state that the Options granted thereunder are Non-Qualified Stock Options for U.S. income tax purposes.



 


 


 


 






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	9.3	In addition to the terms and conditions
of Options granted under the Plan referred to in the preceding sections, Options granted to a U.S. Optionee that are granted by
the Board as Incentive Stock Options will be subject to the following terms and conditions:



 





		(a)	Options will be designated in the written Option Agreement, attached
                                                                hereto as Schedule "B", between the Company and the U.S. Optionee as either Incentive Stock Options or
                                                                Non-Qualified Stock Options;



 


		(b)	If the U.S. Optionee is directly or indirectly the beneficial owner of more
than 10% of the combined voting power of all classes of shares in the capital of the Company or a Subsidiary at the time an Option is
granted to the U.S. Optionee, the exercise price of such Option will be equal to at least 110% of the Market Price of the shares,
as defined in section 2, and the term of the Option shall be five years from the date of grant thereof or such shorter term as
may be provided in the Option Agreement;



 


		(c)	Options may not be transferred, assigned or pledged in any manner other
than by will or applicable laws of descent and distribution and shall be exercisable during the Optionee's lifetime only by the Optionee;



 


		(d)	No Options may be granted after the date immediately preceding the
                                                                tenth anniversary of the earlier of the date this Plan was adopted or was approved by the Company's shareholders, except
                                                                that if an amendment and restatement of this Plan has subsequently been approved by the Company's shareholders, no Options
                                                                may be granted after the date immediately preceding the tenth anniversary of the date of such subsequent approval; and



 


		(e)	notwithstanding any other provision of this Plan, such Option by its terms
must not be exercisable after the expiry of 10 years from the date the Option is granted.





 


	9.4	If a U.S. Optionee is granted Options under the Plan, the Option Agreement
with the U.S. Employee will contain acknowledgements by the U.S. Employee that:



 


		(a)	notwithstanding a designation of Options granted to a U.S.
                                                          Optionee as Incentive Stock Options, to the extent that the aggregate fair market value, determined as of the date such
                                                          Options were granted, of the Shares issuable on exercise of Options which are exercisable for the first time by any U.S.
                                                          Optionee during any calendar year exceeds U.S. $100,000, such excess Options shall not be treated as Incentive Stock Options;
                                                          and



 


		(b)	in order for Options granted under the Plan to be treated
                                                          as Incentive Stock Options:



 


		(i)	Shares purchased on the exercise of an Option must not be sold or otherwise disposed of within 2 years from the date the Option was granted, or within 1 year from the date the Option
                                                                was exercised;



 


		(ii)	if a U.S. Optionee's employment with the Company terminates for any reason other than total disability or death as provided in (iii) or (iv), the U.S. Optionee must maintain his status as an
                                                                 employee of the Company or Subsidiary at all times during the period beginning on the date the Option is granted and ending 3
                                                                 months before the date an Option is exercised;



 


 


 


 


 






    	 	13	 



     

    

 


		(iii)	if a U.S. Optionee's employment with the Company terminates because of "total
                                                                  disability," his or her Option must be exercised before the date 12 months after the date of termination. The term
                                                                  "total disability" means a medically determinable mental or physical impairment that is expected to result in death
                                                                  or has lasted or is expected to last for a continuous period of 12 months or more and that, in the opinion of the Company and
                                                                  two independent physicians, causes the Optionee to be unable to perform his or her duties as an employee, director, officer
                                                                  or consultant of the Employer and unable to be engaged in any substantial gainful activity. Total disability shall be deemed
                                                                  to have occurred on the first day after two independent physicians have furnished their written opinion of total disability
                                                                  to the Company and the Company has reached an opinion of total disability; and



 


		(iv)	if a U.S. Optionee dies while employed with the Company, his or her Option must be
                                                                 exercised within one year after the date of death.



 





	 	(c)	The acknowledgement
of the U.S. Optionee in (b)(ii) above does not confer upon the U.S. Optionee any right with respect to continuation of his employment
relationship with the Company, nor will it interfere in any way with the Company's right to terminate his employment relationship
at any time, with or without cause.



 



	9.5	Unless
and until Shares issuable upon the exercise of Options are registered under the United States Securities Act of 1933, Shares issued
under this Plan to an Optionee who is a resident of the United States of America will contain the following legend, as amended
or supplemented by applicable laws:
	 	 
	 	THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED
OR ASSIGNED EXCEPT (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT,
IF AVAILABLE, OR (C) INSIDE THE UNITED STATES (1) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (2) IN A TRANSACTION THAT DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN CONNECTION WITH ANY TRANSFERS
PURSUANT TO (C)(1) OR (C)(2) ABOVE, THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY
SATISFACTORY TO THE COMPANY, TO THAT EFFECT.
	 	 
	9.6	Unless
otherwise determined by the Board, if a U.S. Employee of the Company or any parent or subsidiary of the Company is a non-exempt
employee subject to the overtime compensation provisions of Section 7 of the United States Fair Labor Standards Act (the "FLSA"),
any option granted to that employee shall be subject to the following restrictions: (i) the option price shall be at least 85
percent of the Market Price of the Common Stock subject to the option on the date it is granted; and (ii) the option shall not
be exercisable until at least six months after the date it is granted; provided, however, that this six month restriction on exercisability
will cease to apply if the employee dies, becomes disabled or retires, there is a change in ownership of the Company, or in other
circumstances permitted by regulation, all as prescribed in Section 7(e)(8)(B) of the FLSA.



 


 


 


 






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	9.7	Notwithstanding
this section 9, the Company does not assume responsibility for the income or other tax consequences for Optionees or U.S. Optionees
under the Plan and they are advised to consult their own tax advisors.
	 	 
	10.	MISCELLANEOUS
	 	 
	10.1	Right
to Employment
	 	 
	 	Neither this Plan nor any
of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Company
or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate
such employment.
	 	 
	10.2	Necessary
Approval
	 	 
	 	The Plan shall be effective
only upon the approval of the shareholders of the Company given by way of an ordinary resolution. Any Options granted under this
Plan prior to such approval shall only be exercised upon the receipt of such approval. The obligation of the Company to sell and
deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having jurisdiction.
If any shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval,
then the obligation of the Company to issue such Shares shall terminate and any Option Price paid by the Optionee to the Company
shall be immediately refunded to the Optionee by the Company.
	 	 
	10.3	Administration
of the Plan
	 	 
	 	The Board shall, without
limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret
the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in subsection
6.4, the interpretation and construction of any provision of the Plan by the Directors shall be final and conclusive. Administration
of the Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid
by the Company.
	 	 
	10.4	Income
Taxes
	 	 
	 	As a condition of and prior
to participation in the Plan any Optionee shall on request authorize the Company in writing to withhold from any remuneration otherwise
payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his
or her participation in the Plan. If additional withholding is or becomes required (as a result of exercise of an option or as
a result of disposition of shares acquired pursuant to exercise of an option) beyond any amount deposited before delivery of the
certificates, the Optionee shall pay such amount, in cash or by check, to the Company on demand. If the Optionee fails to pay the
amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the Optionee, including salary,
subject to applicable law.



 


 


 


 


 






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	10.5	Form of Notice
	 	 
	 	A notice given to the Company shall
be in writing, signed by the Optionee and delivered to the Secretary of the Company.
	 	 
	10.6	No representation or Warranty
	 	 
	 	The Company makes nor representation
or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.
	 	 
	10.7	Compliance with Applicable Law
	 	 
	 	If any provision of the Plan or
any Option Agreement contravenes any law or any order, policy, by law or regulation of any regulatory body or Exchange having authority
over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision
into compliance therewith.
	 	 
	10.8	No Assignment
	 	 
	 	No Optionee may assign any of his or her rights under
the Plan.



 


* * *


 


Approved on April 4, 1997, amended on December
31, 1997, March 30, 1998, December 6, 2000, April 5, 2001, December 6, 2001, December 4, 2002, December 5, 2002, December 13, 2006,
December 13, 2007, June 28, 2010, June 26, 2013, May 18, 2016, May 16, 2017 and May 14, 2019.




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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