Exhibit 4.6


 


VIQ Solutions Inc.


 


Omnibus Equity Incentive Plan


 


Article 1

PURPOSE


 


		1.1	Purpose



 


The purpose of this Plan is to provide the Corporation
with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants of the Corporation and its
subsidiaries, to reward such of those Directors, Employees and Consultants as may be granted Awards under this Plan by the Board from
time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such Directors,
Employees and Consultants to acquire Shares as long-term investments and proprietary interests in the Corporation. This Plan does not
cover existing equity-based awards granted under the Legacy Plans (as defined below). All such awards are governed under the Legacy Plans
which will continue to be authorized for the sole purposes of facilitating the vesting and exercise of existing awards granted thereunder.
No further equity-based awards will be granted under the Legacy Plans and once the existing awards granted under the Legacy Plans are
exercised or terminated, the Legacy Plans will terminate and be of no further force or effect.


 


Article 2

INTERPRETATION


 


		2.1	Definitions



 


When used herein, unless the context otherwise
requires, the following terms have the indicated meanings, respectively:


 


		(a)	“Affiliate” means any entity that is an “affiliate” for the purposes of
National Instrument 45-106 – Prospectus Exemptions, as amended from time to time;



 


		(b)	“Award” means any Option, Restricted Share Unit, Performance Share Unit or Deferred
Share Unit granted under this Plan which may be denominated or settled in Shares, cash, a combination thereof or in such other form as
provided herein in the discretion of the Plan Administrator;



 


		(c)	“Award Agreement” means a signed, written agreement between a Participant and the Corporation,
in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been
granted under this Plan and which need not be identical to any other such agreements;



 


		(d)	“Board” means the board of directors of the Corporation as it may be constituted from
time to time;



 


		(e)	“Business Day” means a day, other than a Saturday or Sunday, on which the principal
commercial banks in the City of Toronto are open for commercial business during normal banking hours;



 


		(f)	“Canadian Taxpayer” means an Employee or Director that (i) is a resident of Canada
for purposes of the Tax Act at the time a particular Award is granted, (ii) receives a particular Award in respect of employment
in Canada, or (iii) is otherwise subject to taxation under the Tax Act in respect of a particular Award;



 






     


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		(g)	“Cash Fees” has the meaning set forth in Subsection 7.1(a);



 


		(h)	“Cashless Exercise” has the meaning set forth in Subsection 4.5(b);



 


		(i)	“Cause” means, with respect to a particular Participant:



 


		(i)	“cause”(or any similar term) as such term is defined in the employment or other written agreement
between the Corporation or a subsidiary of the Corporation and the Employee;



 


		(ii)	in the event there is no written or other applicable employment or other agreement between the Corporation
or a subsidiary of the Corporation or “cause” (or any similar term) is not defined in such agreement, “cause”
as such term is defined in the Award Agreement; or



 


		(iii)	in the event neither (a) nor (b) apply, then “cause” as such term is defined by
applicable law or, if not so defined, such term shall refer to circumstances where (x) an employer may terminate an individual’s
employment without notice or pay in lieu thereof or other damages, or (y) the Corporation or any subsidiary thereof may terminate
the Participant’s contract without notice or without pay in lieu thereof or other termination fee or damages;



 


		(j)	“Change in Control” means the occurrence of any one or more of the following events:



 


		(i)	any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or
more Persons acting jointly or in concert hereafter acquires the direct or indirect “beneficial ownership” (as defined in
the Securities Act (Ontario)) of, or acquires the right to exercise Control or direction over, securities of the Corporation representing
more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a
take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization
or any other business combination or reorganization;



 


		(ii)	the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation
to a Person other than a subsidiary of the Corporation;



 


		(iii)	the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets
of the Corporation to one (1) or more Persons which were Affiliates of the Corporation prior to such event;



 


		(iv)	the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the
Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement
or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Corporation);



 






     


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		(v)	individuals who comprise the Board as of the date hereof (the “Incumbent Board”) for
any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the
Corporation’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that
case such new director shall be considered as a member of the Incumbent Board; or



 


		(vi)	any other event which the Board determines to constitute a change in control of the Corporation;



 


provided that, notwithstanding clause
(i), (ii), (iii) and (iv) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction
set forth in clause (i), (ii), (iii) or (iv) above: (A) the holders of securities of the Corporation that immediately prior
to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible
to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including,
for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (ii) above) (the
 “Surviving Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible
to vote for the election of directors or trustees (“voting power”) of the Surviving Entity, or (y) if applicable,
securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or
trustees of the Surviving Entity (the “Parent Entity”) that represent more than 50% of the combined voting power of
the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person
or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the
voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of
the criteria specified in clauses (A) and (B) above being referred to as a “Non-Qualifying Transaction” and,
following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation”
shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or
a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).


 


Notwithstanding the foregoing, in the
case of an Award to a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences
a “separation from service” with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A
of the Code to the extent necessary for the Award to comply with Section 409A (if applicable).


 


		(k)	“Code” means the United States Internal Revenue Code of 1986, as amended from time
to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder;



 


		(l)	“Committee” has the meaning set forth in Section 3.2;



 


		(m)	“Consultant” means any individual or entity engaged by the Corporation or any subsidiary
of the Corporation to render consulting or advisory services (including as a director or officer of any subsidiary of the Corporation),
other than as an Employee or Director, and whether or not compensated for such services provided, however, that any Consultant who is
in the United States at the time such Consultant receives any offer of Award or executes any Award Agreement must be a natural person,
and must agree to provide bona fide services to that Corporation that are not in connection with the offer or sale of securities in a
capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Corporation’s securities;



 






     


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		(n)	“Control” means the relationship whereby a Person is considered to be “controlled”
by a Person if:



 


		(i)	when applied to the relationship between a Person and a corporation, the beneficial ownership by that
Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and
direction in fact over the activities of such corporation;



 


		(ii)	when applied to the relationship between a Person and a partnership, limited partnership, trust or joint
venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and



 


		(iii)	when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of
the property settled under the trust, and



 


the words “Controlled by”,
 “Controlling” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership,
limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture
which is Controlled by such Person and so on;


 


		(o)	“Corporation” means VIQ Solutions Inc., or any successor entity thereof;



 


		(p)	“Date of Grant” means, for any Award, the date specified by the Plan Administrator
at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;



 


		(q)	“Deferred Share Unit” or “DSU” means a unit equivalent in value
to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 7;



 


		(r)	“Director” means a director of the Corporation who is not an Employee;



 


		(s)	“Director Fees” means the total compensation (including annual retainer, board meeting
committee meting, and any Chair fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;



 


		(t)	“Disabled” or “Disability” means, with respect to a particular Participant:



 


		(i)	“disabled” or “disability” (or any similar terms) as such terms are defined in
the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;



 


		(ii)	in the event there is no written or other applicable employment or other agreement between the Corporation
or a subsidiary of the Corporation, or “disabled” or “disability” (or any similar terms) are not defined in such
agreement, “disabled” or “disability” as such term are defined in the Award Agreement; or



 






     


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		(iii)	in the event neither (i) or (ii) apply, then the incapacity or inability of the Participant,
by reason of mental or physical incapacity, disability, illness or disease (as determined by a legally qualified medical practitioner
or by a court) that prevents the Participant from carrying out his or her normal and essential duties as an Employee, Director or Consultant
for a continuous period of six months or for any cumulative period of 180 days in any consecutive twelve month period, the foregoing subject
to and as determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;



 


		(u)	“Effective Date” means the effective date of this Plan, being January [], 2021;



 


		(v)	“Elected Amount” has the meaning set forth in Subsection 7.1(a);



 


		(w)	“Electing Person” means a Participant who is, on the applicable Election Date, a Director;



 


		(x)	“Election Date” means the date on which the Electing Person files an Election Notice
in accordance with Subsection 7.1(b);



 


		(y)	“Election Notice” has the meaning set forth in Subsection 7.1(b);



 


		(z)	“Employee” means an individual who:



 


		(i)	is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source
deductions under applicable tax or social welfare legislation; or



 


		(ii)	works full-time or part-time. on a regular weekly basis for the Corporation or a subsidiary of the Corporation
providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary
of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary;



 


		(aa)	“Exchange” means (a) the Toronto Stock Exchange, or (b) the primary exchange
on which the Shares are then listed, as determined from by the Plan Administrator, if (i) the Toronto Stock Exchange is no longer
the Corporation’s primary exchange, or (ii) the Shares are not listed on the Toronto Stock Exchange;



 


		(bb)	“Exercise Notice” means a notice in writing, signed by a Participant and stating the
Participant’s intention to exercise a particular Option in substantially the form set forth in Exhibit I to Schedule D attached
hereto;



 


		(cc)	“Exercise Price” means the price at which an Option Share may be purchased pursuant
to the exercise of an Option;



 


		(dd)	“Expiry Date” means the expiry date specified in the Award Agreement (which shall not
be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;



 


		(ee)	“In-the-Money-Amount” has the meaning given to it in Subsection 4.5(b);



 


		(ff)	“Insider” means an “insider” as defined in the rules of the Exchange
from time to time;



 






     


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		(gg)	Legacy Plans” means the Corporation’s stock option plan, last approved by the shareholders
of the Corporation on July 7, 2020, and the Corporation’s deferred share unit plan, last approved by the shareholders of the
Corporation on July 17, 2015, which equity compensation plans will continue to be in force and authorized for the sole purpose of
facilitating the vesting and exercise of existing equity-based awards granted under the Legacy Plans and which plans will terminate and
be of no further force or effect once all such existing awards are exercised or terminated;



 


		(hh)	“Market Price” at any date in respect of the Shares shall be the volume weighted average
trading price of Shares on the Exchange for the five trading days immediately preceding the relevant date; provided, further, that with
respect to an Award made to a U.S. Taxpayer, the class of Shares and the number of Shares subject to such Award shall be identified by
the Board or the Committee prior to the start of the applicable five trading day period. In the event that such Shares are not listed
and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its
sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code;



 


		(ii)	“Option” means a right to purchase Shares under Article 4 of this Plan that is
non- assignable and non-transferable, unless otherwise approved by the Plan Administrator;



 


		(jj)	“Option Shares” means Shares issuable by the Corporation upon the exercise of outstanding
Options;



 


		(kk)	“Participant” means a Director, Employee or Consultant to whom an Award has been granted
under this Plan;



 


		(ll)	“Performance Goals” means performance goals expressed in terms of attaining a specified
level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied
to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation,
or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index,
a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;



 


		(mm)	“Performance Share Unit” or “PSU” means a unit equivalent in value
to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;



 


		(nn)	“Person” means an individual, sole proprietorship, partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee,
executor, administrator or other legal representative;



 


		(oo)	“Plan” means this Omnibus Equity Incentive Plan, as may be amended from time to time,
pursuant to which all new equity-based incentive awards granted by the Corporation are governed;



 


		(pp)	“Plan Administrator” means the Board, or if the administration of this Plan has been
delegated by the Board to the Committee pursuant to Section 3.2, the Committee;



 






     


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		(qq)	“PSU Service Year” has the meaning given to it in Section 6.1;



 


		(rr)	“Restricted Share Unit” or “RSU” means a unit equivalent in value
to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 5;



 


		(ss)	“Retirement” means, unless otherwise defined in the Participant’s written or
other applicable employment agreement or in the Award Agreement, the termination of the Participant’s working career at the age
of 67 or such other retirement age, with consent of the Plan Administrator, if applicable, other than on account of the Participant’s
termination of service by the Corporation or its subsidiary for Cause;



 


		(tt)	“RSU Service Year” has the meaning given to it in Section 5.1.



 


		(uu)	“Section 409A of the Code” or “Section 409A” means Section 409A
of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;



 


		(vv)	“Securities Laws” means securities legislation, securities regulation and securities
rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable
to the Corporation or to which it is subject;



 


		(ww)	“Security Based Compensation Arrangement” means a stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to
Directors, officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase
from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;



 


		(xx)	“Share” means one (1) common share in the capital of the Corporation as constituted
on the Effective Date or any share or shares issued in replacement of such Share in compliance with Canadian law or other applicable law,
and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time, or after an
adjustment contemplated by Article 10, such other shares or securities to which the holder of an Award may be entitled as a result
of such adjustment;



 


		(yy)	“subsidiary” means an issuer that is Controlled directly or indirectly by another issuer
and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by
the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary;



 


		(zz)	“Tax Act” means the Income Tax Act (Canada), and the regulations thereunder,
each as amended from time to time;



 


		(aaa)	“Termination Date” means, subject to applicable law which cannot be waived:



 


		(i)	in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates,
the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Employee ceases to be an employee
of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by
voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; and in any event,
the “Termination Date” shall be determined without including any period of reasonable notice that the Corporation or the subsidiary
of the Corporation (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination,
severance pay or other damages paid or payable to the Participant;



 






     


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		(ii)	in the case of a Consultant whose agreement or arrangement with the Corporation or a subsidiary of the
Corporation terminates, (i) the date designated by the Corporation or the subsidiary of the Corporation, as the “Termination
Date” (or similar term) or expiry date in a written agreement between the Consultant and Corporation or a subsidiary of the Corporation,
or if no such written agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be,
on which the Consultant ceases to be a Consultant or a service provider to the Corporation or the subsidiary of the Corporation, as the
case may be, or on which the Participant’s agreement or arrangement is terminated, provided that in the case of voluntary termination
by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the
date notice of voluntary termination was given; in any event, the “Termination Date” shall be determined without including
any period of notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide
to the Participant or any pay in lieu of notice of termination, termination fees or other damages paid or payable to the Participant;
and



 


		(iii)	in the case of a Director, the date such individual ceases to be a Director,



 


in each case, unless the individual continues
to be a Participant in another capacity.


 


Notwithstanding the foregoing, in the
case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a “separation
from service” with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.


 


		(bbb)	“United States” means the United States of America, its territories and possessions,
any State of the United States, and the District of Columbia;



 


		(ccc)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and



 


		(ddd)	“U.S. Taxpayer” shall mean a Participant who, with respect to an Award, is subject
to taxation under the applicable U.S. tax laws.



 


2.2            Interpretation


 


		(a)	Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion”
means the sole and absolute discretion of the Plan Administrator.



 


		(b)	As used herein, the terms “Article”, “Section”, “Subsection” and “clause”
mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively, unless otherwise specified.



 






     


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		(c)	Words importing the singular include the plural and vice versa and words importing any gender include
any other gender.



 


		(d)	Unless otherwise specified, time periods within or following which any payment is to be made or act is
to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging
the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event
an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken
or such payment shall be made by the immediately preceding Business Day.



 


		(e)	Unless otherwise specified, all references to money amounts are to Canadian currency.



 


		(f)	The headings used herein are for convenience only and are not to affect the interpretation of this Plan.



 


Article 3

ADMINISTRATION


 


3.1            Administration


 


This Plan will be administered by the Plan Administrator
and the Plan Administrator has sole and complete authority, in its discretion, to:


 


		(a)	determine the individuals to whom grants under the Plan may be made;



 


		(b)	make grants of Awards under the Plan relating to the issuance of Shares (including any combination of
Options, Restricted Share Units, Performance Share Units or Deferred Share Units) in such amounts, to such Persons and, subject to the
provisions of this Plan, on such terms and conditions as it determines including without limitation:



 


		(i)	the time or times at which Awards may be granted;



 


		(ii)	the conditions under which:



 


		(A)	Awards may be granted to Participants; or



 


		(B)	Awards may be forfeited to the Corporation,



 


including any conditions relating to the attainment of specified
Performance Goals;


 


		(iii)	the number of Shares to be covered by any Award;



 


		(iv)	the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any
Awards;



 


		(v)	whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any
Award, and the nature of such restrictions or limitations, if any; and



 






     


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		(vi)	any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on
such factors as the Plan Administrator may determine;



 


		(c)	establish the form or forms of Award Agreements;



 


		(d)	cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator
may consider appropriate in accordance with the provisions of this Plan;



 


		(e)	construe and interpret this Plan and all Award Agreements;



 


		(f)	adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating
to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign
laws or for qualifying for favorable tax treatment under applicable foreign laws; and



 


		(g)	make all other determinations and take all other actions necessary or advisable for the implementation
and administration of this Plan.



 


3.2            Delegation
to Committee


 


		(a)	The initial Plan Administrator shall be the Board.



 


		(b)	To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of
the Board, including the Compensation, Nominating and Corporate Governance Committee (the “Committee”), all or any
of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of
the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board.
In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by
the delegating party. Any decision made or action taken by the Committee or any sub-delegate arising out of or in connection with the
administration or interpretation of this Plan in this context is final and conclusive and binding on the Corporation and all subsidiaries
of the Corporation, all Participants and all other Persons.



 


3.3            Determinations
Binding


 


Any decision made or action taken by the Board,
the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with
the administration or interpretation of this Plan is final, conclusive and binding on the Corporation, the affected Participant(s), their
legal and personal representatives and all other Persons.


 


3.4            Eligibility


 


All Directors, Employees and Consultants are eligible
to participate in the Plan, subject to Section 9.1(f). Participation in the Plan is voluntary and eligibility to participate does
not confer upon any Director, Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. The extent to which
any Director, Employee or Consultant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the sole and
absolute discretion of the Plan Administrator.


 






     


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	3.5	Plan Administrator Requirements



 


Any Award granted under this Plan shall be subject
to the requirement that, if at any time the Plan Administrator shall determine that the listing, registration or qualification of the
Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or
approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation
is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder,
such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent
or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Without limiting the generality of
the foregoing, all Awards shall be issued pursuant to the registration requirements of the U.S. Securities Act and applicable state securities
laws, or pursuant an exemption or exclusion from such registration requirements. Nothing herein shall be deemed to require the Corporation
to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable,
cooperate with the Corporation in complying with such legislation, rules, regulations and policies.


 


	3.6	Total Shares Subject to Awards



 


		(a)	Subject to adjustment as provided for in Article 10 and any subsequent amendment to this Plan, the
aggregate number of Shares reserved for issuance pursuant to Awards granted under this Plan shall not exceed 10% of the Corporation’s
total issued and outstanding Shares from time to time, which amount excludes any Shares which are issuable upon exercise of existing awards
under the Legacy Plans. This Plan is considered an “evergreen” plan, since the shares covered by Awards which have
been settled, exercised or terminated shall be available for subsequent grants under the Plan and the number of Awards available to grant
increases as the number of issued and outstanding Shares increases.



 


		(b)	To the extent any Awards (or portion(s) thereof) under this Plan, or existing awards under the Legacy
Plans, terminate or are cancelled for any reason prior to exercise in full, or are surrendered or settled by the Participant, any Shares
subject to such Awards (or portion(s) thereof), or such existing awards under the Legacy Plans, shall be added back to the number
of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted
under this Plan.



 


		(c)	Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options
or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise
of Awards granted under this Plan.



 


	3.7	Limits on Grants of Awards



 


Notwithstanding anything in this Plan:


 


		(a)	the aggregate number of Shares:



 


		(i)	issuable to Insiders at any time, under all of the Corporation’s Security-Based Compensation Arrangements,
including existing awards under the Legacy Plans, shall not exceed ten percent (10%) of the Corporation’s issued and outstanding
Shares; and



 






     


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		(ii)	issued to Insiders within any one (1) year period, under all of the Corporation’s Security
Based Compensation Arrangements, including existing awards under the Legacy Plans, shall not exceed ten percent (10%) of the Corporation’s
issued and outstanding Shares, provided that the acquisition of Shares
by the Corporation for cancellation shall be disregarded for the purposes of determining non-compliance with this Section 3.7 for
any Awards outstanding prior to such purchase of Shares for cancellation.



 


	3.8	Award Agreements



 


Each Award under this Plan will be evidenced by
an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as
are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Corporation is authorized
and empowered to execute and deliver, for and on behalf of the Corporation, an Award Agreement to a Participant granted an Award pursuant
to this Plan.


 


	3.9	Non-transferability of Awards



 


Except as permitted by the Plan Administrator
and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant, by will or as required
by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right
in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same,
such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding
Award pass to a beneficiary or legal representative upon death of a Participant, the period in which such Award can be exercised by such
beneficiary or legal representative shall not exceed one year from the Participant’s death.


 


Article 4

OPTIONS


 


	4.1	Granting of Options



 


The Plan Administrator may, from time to time,
subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any
Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.


 


	4.2	Exercise Price



 


The Plan Administrator will establish the Exercise
Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price on the Date of Grant.


 


	4.3	Term of Options



 


Subject to any accelerated termination as set forth in this Plan, each
Option expires on its Expiry Date.


 


	4.4	Vesting and Exercisability



 


		(a)	The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of
Options.



 






     


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		(b)	Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination
of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement,
Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested
Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect
to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable.



 


		(c)	Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of
a fully completed Exercise Notice delivered to the Corporation.



 


		(d)	The Plan Administrator may provide at the time of granting an Option that the exercise of that Option
is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment
of specified Performance Goals.



 


		(e)	At the election of the Participant but subject to the approval of the Plan Administrator, Option Shares
can be settled in:



 


		(i)	fully paid and non-assessable Shares issued from treasury to the Participant or as the Participant may
direct;



 


		(ii)	a cash payment; or



 


		(iii)	a combination of cash and Shares that in the aggregate equal the In-The-Money Amount, all in accordance
with, and subject to, Sections 4.5(b) and (c) below in connection with a Cashless Exercise.



 


	4.5	Payment of Exercise Price



 


		(a)	Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in
the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully
paid by certified cheque, wire transfer, bank draft or money order payable to the Corporation or by such other means as might be specified
from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation
(or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the
sale of Shares deliverable upon the exercise of the Option, (ii) through the Cashless Exercise process set out in Section 4.5(b),
or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Securities Laws, or
any combination of the foregoing methods of payment.



 


		(b)	Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement,
if permitted by the Plan Administrator, a Participant may, in lieu of exercising an Option pursuant to an Exercise Notice, elect to surrender
such Option to the Corporation (a “Cashless Exercise”) in consideration for a payment from the Corporation as provided
in Section 4.5(c) in an amount equal to (i) the Market Price of the Shares issuable on the exercise of such Option (or
portion thereof) as of the date such Option (or portion thereof) is exercised, less (ii) the aggregate Exercise Price of the Option
(or portion thereof) surrendered relating to such Shares (the “In-the-Money Amount”), by written notice to the Corporation
indicating the number of Options such Participant wishes to exercise using the Cashless Exercise, and such other information that the
Corporation may require.



 






     


    14


    

 


		(c)	Subject to Section 8.3, if the Corporation permits a Participant to exercise an Option via Cashless
Exercise, the Corporation shall satisfy payment of the In-the-Money Amount to the Participant by delivering to the Participant:



 


		(i)	a cash payment equal to the In-the-Money-Amount;



 


		(ii)	such number of Shares equal to the In-the-Money Amount, calculated by dividing the In-the-Money-Amount by the Market Price of the
Shares as of the exercise date; or



 


		(iii)	a combination of cash and Shares that in the aggregate equals the In-the-Money Amount (subject to the Shares being rounded down to
the nearest whole Share.



 


		(d)	No Shares will be issued or transferred until full payment therefor has been received by the Corporation,
or arrangements for such payment have been made to the satisfaction of the Plan Administrator.



 


		(e)	If a Participant surrenders Options through a Cashless Exercise pursuant to Section 4.5(b), to the
extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Tax Act in respect of such surrender
if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken)
on a timely basis after such surrender, the Corporation will cause such election to be so made and filed (and such other procedures to
be so undertaken).



 


Article 5

RESTRICTED SHARE UNITS


 


	5.1	Granting of RSUs



 


		(a)	The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms
and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of a bonus or similar payment in respect
of services rendered by the applicable Participant in a taxation year (the “RSU Service Year”). The terms and conditions
of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination
thereof (as provided in Section 5.4(a)), upon the settlement of such RSU.



 


	5.2	RSU Account



 


All RSUs received by a Participant shall be credited
to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.


 


	5.3	Vesting of RSUs



 


The Plan Administrator shall have the authority
to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A to the extent it
is applicable, with respect to a U.S. Taxpayer.


 






     


    15


    

 


	5.4	Settlement of RSUs



 


		(a)	The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the
grant of RSUs, provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Subject
to Section 11.6 below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant
shall redeem each vested RSU for the following at the election of the Participant but subject to the approval of the Plan Administrator:



 


		(i)	fully paid and non-assessable Shares issued from treasury to the Participant or as the Participant may
direct,



 


		(ii)	a cash payment, or



 


		(iii)	a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.



 


		(b)	Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of RSUs
to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as
at the settlement date.



 


		(c)	Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s
payroll in the pay period that the settlement date falls within.



 


		(d)	Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except
as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment
shall be made in respect of any RSU, under this Section 5.4 any later than the final Business Day of the third calendar year following
the applicable RSU Service Year.



 


Article 6

PERFORMANCE SHARE UNITS


 


	6.1	Granting of PSUs



 


The Plan Administrator may, from time to time,
subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any
Participant in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year
(the “PSU Service Year”). The terms and conditions of each PSU grant shall be evidenced by an Award Agreement, provided
that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Each PSU will consist of
a right to receive a Share, cash payment, or a combination thereof (as provided in Section 6.6(a)), upon the achievement of such
Performance Goals during such performance periods as the Plan Administrator shall establish.


 


	6.2	Terms of PSUs



 


The Performance Goals to be achieved during any
performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a Participant’s
service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the
other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.


 






     


    16


    

 


	6.3	Performance Goals



 


The Plan Administrator will issue Performance
Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate,
divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined
by the Plan Administrator. Following the Date of Grant, the Plan Administrator may modify the Performance Goals as necessary to align
them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or
other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be
made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and
a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth
in the applicable Award Agreement.


 


	6.4	PSU Account



 


All PSUs received by a Participant shall be credited
to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.


 


	6.5	Vesting of PSUs



 


The Plan Administrator shall have the authority
to determine any vesting terms applicable to the grant of PSUs.


 


	6.6	Settlement of PSUs



 


		(a)	The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant
of PSUs provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Subject
to Section 11.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Participant
shall redeem each vested PSU for the following at the election of the Participant but subject to the approval of the Plan Administrator:



 


		(i)	fully paid and non-assessable Shares issued from treasury to the Participant or as the Participant may
direct,



 


		(ii)	a cash payment, or



 


		(iii)	a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.



 


		(b)	Any cash payments made under this Section 6.6 by the Corporation to a Participant in respect of PSUs
to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as
at the settlement date.



 


		(c)	Payment of cash to Participants on the redemption of vested PSUs may be made through the Corporation’s
payroll in the pay period that the settlement date falls within.



 


		(d)	Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except
as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment
shall be made in respect of any PSU, under this Section 6.6 any later than the final Business Day of the third calendar year following
the applicable PSU Service Year.



 






     


    17


    

 


Article 7

DEFERRED SHARE UNITS


 


	7.1	Granting of DSUs



 


		(a)	The Board may fix from time to time a portion of the Director Fees that is to be payable in the form of
DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 7.1(b) to
participate in the grant of additional DSUs pursuant to this Article 7. An Electing Person who elects to participate in the grant
of additional DSUs pursuant to this Article 7 shall receive their Elected Amount in the form of DSUs. The “Elected Amount”
shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that would
otherwise be paid in cash (the “Cash Fees”).



 


		(b)	Each Electing Person who elects to receive their Elected Amount in the form of DSUs will be required to
file a notice of election in the form of Schedule A hereto (the “Election Notice”) with the Chief Financial Officer
of the Corporation: (i) in the case of an existing Electing Person, by December 31st in the year prior to the year
to which such election is to apply (provided that for Director Fees payable for the 2021 calendar year, an Electing Person who is not
a U.S. Taxpayer as of the date of this Plan may file the Election Notice by the date that is 30 days from the Effective Date with respect
to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who
is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date.
In the case of the first year in which an Electing Person who is a U.S. Taxpayer first becomes an Electing Person under the Plan (or any
plan required to be aggregated with the Plan under Section 409A), an initial Election Notice may be filed within 30 days of such
appointment only with respect to compensation paid for services to be performed after the end of the 30-day election period. If no election
is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her
Cash Fees in cash.



 


		(c)	Subject to Subsection 7.1(d), the election of an Electing Person under Subsection 7.1(b) shall be
deemed to apply to all Cash Fees paid in respect of services performed subsequent to the filing of the Election Notice. In the case of
an Electing Person who is a U.S. Taxpayer, his or her election under Section 7.1(b) shall be deemed to apply to all Cash Fees
that are earned after the Election Date. An Electing Person is not required to file another Election Notice for subsequent calendar years.



 


		(d)	Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or
her election to receive DSUs by filing with the Chief Financial Officer of the Corporation a termination notice in the form of Schedule
B. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a “black-out”
on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year in respect of
services performed after the filing of such termination notice and, subject to complying with Subsection 7.1(b), all subsequent calendar
years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant
of DSUs pursuant to this Article 7, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of
his or her Cash Fees in DSUs again until the calendar year following the year in which the termination notice is delivered. An election
by a U.S. Taxpayer to receive the Elected Amount in DSUs for any calendar year (or portion thereof) is irrevocable for that calendar year
after the expiration of the election period for that year and any termination of the election will not take effect until the first day
of the calendar year following the calendar year in which the termination notice in the form of Schedule C is delivered.



 






     


    18


    

 


		(e)	Any DSUs granted pursuant to this Article 7 prior to the delivery of a termination notice pursuant
to Section 7.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms
of the Plan.



 


		(f)	In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions
of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.



 


	7.2	DSU Account



 


All DSUs received by a Participant (which, for
greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation,
as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.


 


		7.3	Vesting of DSUs



 


Except as otherwise determined by the Plan Administrator
or as set forth in the particular Award Agreement, DSUs shall vest immediately upon grant.


 


	7.4	Settlement of DSUs



 


		(a)	DSUs shall be settled on the date established in the Award Agreement; provided, however that if there
is no Award Agreement or the Award Agreement does not establish a date for the settlement of the DSUs, then, for a Participant who is
not a U.S. Taxpayer the settlement date shall be the date determined by the Participant, and for a Participant who is a U.S. Taxpayer,
the settlement date shall be the date determined by the Participant in accordance with the Election Notice (which date shall not be earlier
than the “separation from service” (within the meaning of Section 409A)). On the settlement date for any DSU, the Participant
shall redeem each vested DSU at the election of the Participant but subject to the approval of the Plan Administrator:



 


		(i)	fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct;



 


		(ii)	at the election of the Participant and subject to the approval of the Plan Administrator, a cash payment; or



 


		(iii)	a combination of Shares and cash as contemplated by, and subject to, paragraphs (i) and (ii) above



 


		(b)	Any cash payments made under this Section 7.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash
shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.



 


		(c)	Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll or in such other
manner as determined by the Corporation.



 






     


    19


    

 


	7.5	No Additional Amount or Benefit



 


For greater certainty, neither a Participant to
whom DSUs are granted nor any person with whom such Participant does not deal at arm’s length (for purposes of the Tax Act) shall
be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted
or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the Market Price of the Shares to which
the DSUs relate.


 


Article 8

ADDITIONAL AWARD TERMS


 


	8.1	Dividend Equivalents



 


		(a)	Unless otherwise determined by the Plan Administrator or as set forth in the particular Award Agreement,
an Award of RSUs, PSUs and DSUs shall include the right for such RSUs, PSUs and DSUs be credited with dividend equivalents in the form
of additional RSUs, PSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on
Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend
declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the Participant on the record date for the payment
of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date,
with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion
to the RSUs, PSUs and DSUs to which they relate, and shall be settled in accordance with Subsections 5.4, 6.6, and 7.4 respectively.



 


		(b)	The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this
Plan shall be interpreted as creating such an obligation.



 


	8.2	Restricted & Black-Out Period



 


In the event that an Award expires, at a time
when a restricted period including a “black-out period” is in place or an undisclosed material change or material fact in
the affairs of the Corporation exists, the expiry of such Award will be the date that is 10 Business Days after which such restricted
period or “black-out period” terminates or there is no longer such undisclosed material change or material fact.


 


	8.3	Withholding Taxes



 


Notwithstanding any other terms of this Plan,
the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator
determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in
respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction
of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum
amount as the Corporation or a subsidiary of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect
of the granting, vesting or settlement of an Award and, for greater certainty, may make the receipt of such amount a precondition to the
granting, vesting or settlement of such Award. Alternatively, and subject to any requirements or limitations under applicable law, the
Corporation or any Affiliate may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any
Affiliate to the Participant, (b) except in the case of Options and DSUs held by a Canadian Taxpayer, require the sale, on behalf
of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to
the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements
for the receipt of such amount.


 






     


    20


    

 


	8.4	Recoupment



 


Notwithstanding any other terms of this Plan,
Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback,
recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation, or as set out in the Participant’s
employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The
Plan Administrator may at any time waive the application of this Section 8.4 to any Participant or category of Participants.


 


Article 9

TERMINATION OF EMPLOYMENT OR SERVICES


 


	9.1	Termination of Employee, Consultant or Director



 


Subject to Section 9.2, unless otherwise
determined by the Plan Administrator or as set forth in an employment agreement, Award Agreement or other written agreement:


 


		(a)	where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant
ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the
Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised,
surrendered or settled as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;



 


		(b)	where a Participant’s employment, consulting agreement or arrangement is terminated by the Corporation
or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or
with or without any or adequate compensation in lieu of such reasonable notice) then a portion of any unvested Options or other Awards
shall immediately vest, such portion to be equal to the number of unvested Options or other Awards held by the Participant as of the Termination
Date multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the
denominator of which is the number of days between the Date of Grant and the date any unvested Options or other Awards were originally
scheduled to vest. Any vested Options may be exercised by the Participant at any time during the period that terminates on the earlier
of: (A) the Expiry Date of such Option; and (B) the date that is 90 days after the Termination Date. If an Option remains unexercised
upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination
of such period. In the case of a vested Award other than an Option, such Award will be settled within 90 days after the Termination Date;



 


		(c)	where a Participant’s employment, consulting agreement or arrangement terminates on account of his
or her becoming Disabled, then: (i) a portion of any unvested Options or other Awards shall immediately vest, such portion to be
equal to the number of unvested Options or other Awards held by the Participant as of the date the Participant’s employment, consulting
agreement or arrangement terminates on account of becoming disabled multiplied by a fraction the numerator of which is the number of days
between the Date of Grant and the date of disability and the denominator of which is the number of days between the Date of Grant and
the date any unvested Options or other Awards were originally scheduled to vest; and (ii) any outstanding Award that vests based
on the achievement of Performance Goals and that has not previously vested shall continue to be eligible to vest based upon the actual
achievement of such Performance Goals. Any vested Option may be exercised by the Participant at any time until the Expiry Date of such
Option. Any vested Award other than an Option will be settled within 90 days after the Termination Date;



 






     


    21


    

 



 


		(d)	where a Participant’s employment, consulting agreement or arrangement is terminated by reason of
the death of the Participant, then: (i) a portion of any unvested Options or other Awards shall immediately vest, such portion to
be equal to the number of unvested Options or other Awards held by the Participant as of the date of death multiplied by a fraction the
numerator of which is the number of days between the Date of Grant and the date of death and the denominator of which is the number of
days between the Date of Grant and the date any unvested Options or other Awards were originally scheduled to vest; and (ii) any
outstanding Award that vests based on the achievement of Performance Goals and that has not previously vested shall continue to be eligible
to vest based upon the actual achievement of such Performance Goals. Any vested Option may be exercised by the Participant’s beneficiary
or legal representative (as applicable) at any time during the period that terminates on the earlier of: (A) the Expiry Date of such
Option; and (B) the first anniversary of the date of the death of such Participant. If an Option remains unexercised upon the earlier
of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period.
In the case of a vested Award other than an Option, such Award will be settled with the Participant’s beneficiary or legal representative
(as applicable) within 90 days after the date of the Participant’s death;



 


		(e)	where a Participant’s employment, consulting agreement or arrangement is terminated due to the Participant’s
Retirement, then: (i) then a portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to
the number of unvested Options or other Awards held by the Participant as of the date of retirement multiplied by a fraction the numerator
of which is the number of days between the Date of Grant and the date of retirement and the denominator of which is the number of days
between the Date of Grant and the date any unvested Options or other Awards were originally scheduled to vest; and (ii) any outstanding
Award that vests based on the achievement of Performance Goals and that has not previously vested shall continue to be eligible to vest
based upon the actual achievement of such Performance Goals. Any vested Option may be exercised by the Participant at any time during
the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the third anniversary of the Participant’s
date of Retirement. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and
cancelled for no consideration upon the termination of such period. In the case of a vested Award other than an Option that is described
in (i), such Award will be settled within 90 days after the Participant’s Retirement. In the case of a vested Award other than an
Option that is described in (ii), such Award will be settled at the same time the Award would otherwise have been settled had the Participant
remained in active service with the Corporation or its subsidiary. Notwithstanding the foregoing, if, following his or her Retirement,
the Participant commences (the “Commencement Date”) employment, consulting or acting as a director of the Corporation
or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any Person that carries on or proposes
to carry on a business competitive with the Corporation or any of its subsidiaries, any Option or other Award held by the Participant
that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement
Date;



 






    


    22


    

 


		(f)	a Participant’s eligibility to receive further grants of Options or other Awards under this Plan
ceases as of:



 


		(i)	the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant
with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding
that such date may be prior to the Termination Date; or



 


		(ii)	the date of the death, Disability or Retirement of the Participant;



 


		(g)	notwithstanding Subsection 9.1(b), unless the Plan Administrator, in its discretion, otherwise determines,
at any time and from time to time, but with due regard for Section 409A, Options or other Awards are not affected by a change of
employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation
for so long as the Participant continues to be a Director, Employee or Consultant, as applicable, of the Corporation or a subsidiary of
the Corporation; and



 


		(h)	notwithstanding any other provision of this Section 9.1, in the case of an Award (other than an Option)
granted to a U.S. Taxpayer that is vested or that immediately vests (in whole or in part) as a result of a Participant’s termination
of service, then such Award will, subject to Section 11.6(d) be settled as soon as administratively practicable following the
Participant’s Termination Date, but in no event later than 90 days following the Participant’s Termination Date. In the case
of an Award (other than an Option) granted to a U.S. Taxpayer that remains eligible to vest (in whole or in part) following a Participant’s
Termination Date based upon the achievement of one or more Performance Goals, such Award will be settled at the originally scheduled settlement
date for such Award.



 


	9.2	Discretion to Permit Acceleration



 


Notwithstanding the provisions of Section 9.1
the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment
agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant,
permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms
as may be authorized by the Plan Administrator and subject to the requirements of Section 409A for any U.S. Taxpayers to the extent
applicable.


 


Article 10

EVENTS AFFECTING THE CORPORATION


 


	10.1	General



 


The existence of any Awards does not affect in
any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization
or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger
or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or
to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer
of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise,
whether or not any such action referred to in this Article 10 would have an adverse effect on this Plan or on any Award granted hereunder.


 






    


    23


    

 


	10.2	Change in Control



 


Except as may be set forth in an employment agreement,
Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:


 


		(a)	Subject to this Section 10.2, but notwithstanding anything else in this Plan or any Award Agreement,
the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause
(i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value,
as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding
Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior
to or upon consummation of such merger or Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately
prior to the effectiveness of such merger or Change in Control; (iii) the termination of an Award in exchange for an amount of cash
and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization
of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date
of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the
exercise or settlement of such Award or realization of the Participant’s rights, then such Award may be terminated by the Corporation
without payment); (iv) the replacement of such Award with other rights or property selected by the Board of Directors in its sole
discretion where such replacement would not adversely affect the holder; or (v) any combination of the foregoing. In taking any of
the actions permitted under this Section 10.2(a), the Plan Administrator will not be required to treat all Awards similarly in the
transaction. Notwithstanding the foregoing, in the case of Options or DSUs held by a Canadian Taxpayer, the Plan Administrator may not
cause the Canadian Taxpayer to receive (pursuant to this Subsection 10.2(a)) any property in connection with a Change in Control other
than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation
or a “qualifying person” (as defined in subsection 7(7) of the Tax Act) that does not deal at arm’s length (for
purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.



 


		(b)	Notwithstanding Section 9.1, and except as otherwise provided in a written employment or other agreement
between the Corporation or a subsidiary of the Corporation and a Participant, if within 12 months following the completion of a transaction
resulting in a Change in Control, a Participant’s employment, consultancy or directorship is terminated by the Corporation or a
subsidiary of the Corporation without Cause:



 


		(i)	any unvested Awards held by the Participant at the Termination Date may vest in the sole discretion of
the Plan Administrator; and



 


		(ii)	any vested Awards of Participants may, subject to Sections 5.4(d) and 6.6(d) (where applicable),
be exercised, surrendered or settled by such Participant at any time during the period that terminates on the earlier of: (A) the
Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date, provided that any vested Awards (other than
Options) granted to U.S. Taxpayers will be settled within 90 days of the Participant’s Termination Date. Any Award that has not
been exercised, surrendered or settled at the end of such period will be immediately forfeited and cancelled.



 






    


    24


    

 


		(c)	Notwithstanding Subsection 10.2(a) and unless otherwise determined by the Plan Administrator, if,
as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards,
other than an Option or DSU held by a Canadian Taxpayer, granted under this Plan at the time of and subject to the completion of the Change
in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control
transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator,
acting reasonably, provided that any vested Awards granted to U.S. Taxpayers will be settled within 90 days of the Change in Control.



 


		(d)	It is intended that any actions taken under this Section 10.2 will comply with the requirements of
Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.



 


	10.3	Reorganization of Corporation’s Capital



 


Should the Corporation effect a subdivision or
consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in
lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change
in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may
be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations
of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps
to be taken as it may consider to be equitable and appropriate to that end.


 


	10.4	Other Events Affecting the Corporation



 


In the event of an amalgamation, combination,
arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease
of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards
in order to adjust the number and/or type of Shares that may be acquired, or by reference to which such Awards may be settled, on the
vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants
holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it
may consider to be equitable and appropriate to that end.


 


	10.5	Immediate Acceleration of Awards



 


In taking any of the steps provided in Sections
10.3 and 10.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that
the steps provided in Sections 10.3 and 10.4 would not preserve proportionately the rights, value and obligations of the Participants
holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required
to, permit the immediate vesting of any unvested Awards.


 






    


    25


    

 


	10.6	Issue by Corporation of Additional Shares



 


Except as expressly provided in this Article 10,
neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor
the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the
number of Shares that may be acquired as a result of a grant of Awards.


 


	10.7	Fractions



 


No fractional Shares will be issued pursuant to
an Award. Accordingly, if, as a result of any adjustment under this Article 10 or a dividend equivalent, a Participant would become
entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other
adjustment will be made with respect to the fractional Shares, which shall be disregarded.


 


Article 11

U.S. TAXPAYERS


 


	11.1	Provisions for U.S. Taxpayers



 


Options granted under this Plan to U.S. Taxpayers
may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ISOs”).
Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. If an Award Agreement fails to
designate an Option as either an ISO or non-qualified stock option, the Option will be a non-qualified stock option. The Corporation shall
not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an
ISO. Non- qualified stock options will be granted to a U.S. Taxpayer only if (i) such U.S. Taxpayer performs services for the Corporation
or any corporation or other entity in which the Corporation has a direct or indirect controlling interest or otherwise has a significant
ownership interest, as determined under Section 409A, such that the Option will constitute an option to acquire “service recipient
stock” within the meaning of Section 409A, or (ii) such Option otherwise is exempt from Section 409A.


 


	11.2	ISOs



 


Subject to any limitations in Section 3.6,
the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 10,000,000 Shares, and the terms and
conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be
subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established
by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may only
be granted to an individual who is an employee of the Corporation, or of a “parent corporation” or “subsidiary corporation”
of the Corporation, as such terms are defined in Sections 424(e) and (f) of the Code.


 


	11.3	ISO Grants to 10% Shareholders



 


Notwithstanding anything to the contrary in this Plan, if an ISO is
granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a
 “parent corporation” or “subsidiary corporation”, as such terms are defined in Sections 424(e) and (f) of
the Code, on the Date of Grant, the term of the Option shall not exceed five years from the time of grant of such Option and the Exercise
Price shall be at least 110% of the Market Price of the Shares subject to the Option.


 






    


    26


    

 


	11.4	$100,000 Per Year Limitation for ISOs



 


To the extent the aggregate Market Price as at the Date of Grant of
the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation
and any “parent corporation” or “subsidiary corporation”, as such terms are defined in Sections 424(e) and
(f) of the Code) exceeds US$100,000, such excess ISOs shall be treated as non-qualified stock options.


 


	11.5	Disqualifying Dispositions



 


Each person awarded an ISO under this Plan shall
notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant
to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Date of Grant or (b) within
one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and
the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or
other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain
possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of
the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such
Shares.


 


	11.6	Section 409A of the Code



 


		(a)	This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with
Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. Each Award shall be construed
and administered such that the Award either (A) qualifies for an exemption from the requirements of Section 409A of the Code
or (B) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (I) distributions
shall only be made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination
of employment or service shall only be made upon a “separation from service” under Section 409A of the Code, (Ill) unless
the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the
Code, and (IV) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made
except in accordance with Section 409A of the Code. To the extent that an Award or payment, or the settlement or deferral thereof,
is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements
of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest
applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines
is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will
the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant
under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.



 


		(b)	All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with
Section 409A of the Code if necessary to comply with Section 409A of the Code.



 






    


    27


    

 


		(c)	The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of
payment of a U.S. Taxpayer’s vested Awards in the Plan under circumstances that constitute permissible acceleration events under
Section 409A of the Code.



 


		(d)	Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee”
within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under
Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A
of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date
of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable
following such six-month anniversary of such separation from service.



 


	11.7	Section 83(b) Election



 


If a Participant makes an election pursuant to
Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant
shall be required to promptly file a copy of such election with the Corporation.


 


	11.8	Application of Article 11 to U.S. Taxpayers



 


For greater certainty, the provisions of this Article 11 shall
only apply to U.S. Taxpayers.


 


Article 12

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN


 


	12.1	Amendment, Suspension, or Termination of the Plan



 


The Plan Administrator may from time to time,
without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the
Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:


 


		(a)	no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder
may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent
of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable
Securities Laws or Exchange requirements; and



 


		(b)	any amendment that would cause an Award held by a U.S. Taxpayer to be subject to income inclusion under
Section 409A of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer
is obtained.



 


	12.2	Shareholder Approval



 


Notwithstanding Section 12.1 and subject
to any rules of the Exchange, approval of the holders of Shares shall be required for any amendment, modification or change that:


 


		(a)	increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions
under Article 10 which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation
or its capital;



 






    


    28


    

 


		(b)	reduces the exercise price of an Option Award (for this purpose, a cancellation or termination of an Option
Award of a Participant prior to its Expiry Date for the purpose of reissuing an Option Award to the same Participant with a lower exercise
price shall be treated as an amendment to reduce the exercise price of an Option Award) except pursuant to the provisions in the Plan
which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;



 


		(c)	extends the term of an Option Award beyond the original Expiry Date (except where an Expiry Date would
have fallen within a restricted period applicable to the Participant or within 10 Business Days following the expiry of such a restricted
period);



 


		(d)	increases or removes the limits on the participation of Insiders; or



 


		(e)	deletes or reduces the range of amendments which require approval of shareholders under this Section 12.2.



 


	12.3	Permitted Amendments



 


Without limiting the generality of Section 12.1, but subject to
Section 12.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the
purposes of:


 


		(a)	making any amendments to the general vesting provisions of each Award;



 


		(b)	making any amendments to the provisions set out in Article 9;



 


		(c)	making any amendments to add covenants of the Corporation for the protection of Participants, as the case
may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights
or interests of the Participants, as the case may be;



 


		(d)	amending the terms of the Cashless Exercise feature of the Plan;



 


		(e)	changing the termination provisions of an Award or the Plan, provided that such change does not entail
an extension beyond the original Expiry Date;



 


		(f)	making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to
matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants,
it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant
resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to
the interests of the Participants and Directors; or



 


		(g)	making such changes or corrections which, on the advice of counsel to the Corporation, are required for
the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error,
provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and
interests of the Participants.



 






    


    29


    

 


Article 13

MISCELLANEOUS 


 


	13.1	Legal Requirement



 


The Corporation is not obligated to grant any
Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator,
in its sole discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable
statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may
then be listed.


 


	13.2	No Other Benefit



 


No amount will be paid to, or in respect of, a
Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred
upon, or in respect of, a Participant for such purpose.


 


	13.3	Rights of Participant



 


No Participant has any claim or right to be granted
an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Consultant or
Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until
the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.


 


	13.4	Corporate Action



 


Nothing contained in this Plan or in an Award
shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate
or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.


 


	13.5	Conflict



 


In the event of any conflict between the provisions
of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between or among
the provisions of this Plan or any Award Agreement, on the one hand, and a Participant’s employment agreement with the Corporation
or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the employment agreement or other written
agreement shall prevail.


 


	13.6	Anti-Hedging Policy



 


By accepting an Award each Participant acknowledges
that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars,
or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.


 


	13.7	Participant Information



 


Each Participant shall provide the Corporation
with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges
that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of
the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s
jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes
the Corporation to make such disclosure on the Participant’s behalf.


 






    


    30


    

 


	13.8	Participation in the Plan



 


The participation of any Participant in the Plan
is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other
than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition
of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant.
The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation
does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult
with their own tax advisors.


 


	13.9	International Participants



 


With respect to Participants who reside or work
outside Canada and the United States, the Plan Administrator may, in its sole discretion, amend, or otherwise modify, without shareholder
approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local
law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified
provisions.


 


	13.10	Successors and Assigns



 


The Plan shall be binding on all successors and assigns of the Corporation
and its subsidiaries.


 


	13.11	General Restrictions or Assignment



 


Except as required by law, the rights of a Participant
under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not
capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise
approved by the Plan Administrator.


 


	13.12	United States Securities Laws Matters



 


No Awards shall be granted in the United States
and no Shares shall be issued in the United States upon exercise of or pursuant to any such Award unless such securities are registered
under the U.S. Securities Act and any applicable state securities laws or an exemption from such registration is available. Any Awards
issued or made in the United States, and any Shares issued upon exercise thereof or pursuant thereto, will be “restricted securities”
(as such term is defined in Rule 144(a)(3) under the U.S. Securities Act). Any certificate or instrument representing Awards
granted or made in the United States or Shares issued upon exercise of or pursuant to any such Award pursuant to an exemption from registration
under the U.S. Securities Act and applicable state securities laws shall bear a legend restricting transfer under applicable United States
federal and state securities laws in substantially the following form:


 


“THE SECURITIES REPRESENTED
HEREBY [and for Options, the following will be added: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO THE CORPORATION,
(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL
LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144
THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, AND, IN CONNECTION WITH ANY TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, THE SELLER HAS FURNISHED TO THE
CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE CORPORATION, TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS
ON STOCK EXCHANGES IN CANADA.”


 






    


    31


    

 



 


The Board may require that a Participant provide
certain representations, warranties and certifications to the Corporation to satisfy the requirements of applicable securities laws, including
without limitation, the registration requirements of the U.S. Securities Act and applicable state securities laws or exemptions or exclusions
therefrom.


 


13.13      Severability


 


The invalidity or unenforceability of any provision
of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be
severed from the Plan.


 


13.14     Notices


 


		(a)	All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid,
addressed as follows:



 


VIQ Solutions Inc.

5915 Airport Road

Suite 700

Mississauga, Ontario


 


Attention: Chief Financial Officer


 


		(b)	All notices to a Participant will be addressed to the principal address of the Participant on file with
the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices
are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day
following the date of mailing. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until
received.



 


13.15     Effective
Date


 


This Plan becomes effective on a date to be determined
by the Plan Administrator, subject to the approval of the shareholders of the Corporation.


 






     


    32 


    




 


13.16     Governing
Law





 


This Plan and all matters to which reference is
made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada
applicable therein, without any reference to conflicts of law rules.


 


13.17     Submission
to Jurisdiction


 


The Corporation and each Participant irrevocably
submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding
relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in
accordance with the Plan.


 






     


     


    










 


SCHEDULE A


 


VIQ SOLUTIONS INC.


 


OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)


 


ELECTION NOTICE


 


All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Plan.


 


Pursuant to the Plan, I hereby elect to participate
in the grant of DSUs pursuant to Article 7 of the Plan and to receive % of my Cash Fees in the form of DSUs.


 


If I am a U.S. Taxpayer, I hereby further
elect for any DSUs subject to this Election Notice to be settled on the later of (i) my “separation from service” (within
the meaning of Section 409A) or (ii) __________________________.


 


I confirm that:


 


		(a)	I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.



 


		(b)	I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms
of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will
make all appropriate withholdings as required by law at that time.



 


		(c)	The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.



 


		(d)	To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar
year to which it applies and that any revocation or termination of this election after the expiration of the election period will not
take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the
Corporation.



 


		(e)	I declare that I expressly agree with the provisions regarding termination of employment or services
described in Article 9 hereof.



 


The foregoing is only a brief outline of certain
key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.


 


Date: _______________________


 


	 	 
	 	(Signature of Participant
	 	 
	 	 
	 	(Name of Participant)


 






     


    34 


    

 








SCHEDULE B


 


VIQ SOLUTIONS INC.


 


OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)


 


ELECTION TO TERMINATE RECEIPT OF ADDITIONAL
DSUs


 


All capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to them in the Plan.


 


Notwithstanding my previous election in the form
of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in
accordance with Article 7 of the Plan.


 


I understand that the DSUs already granted under the Plan cannot be
redeemed except in accordance with the Plan.


 


I confirm that I have received and reviewed a copy of the terms of
the Plan and agree to be bound by them.


 


Date: _______________________


 


	 	 	 
	 	 	(Signature of Participant
	 	 	 
	 	 	 
	 	 	(Name of Participant)


 


Note:     An
election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.


 






     


     


    










 


SCHEDULE C


 


VIQ SOLUTIONS INC.


 


OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)


 


ELECTION TO TERMINATE RECEIPT OF ADDITIONAL
DSUs


 


(U.S. TAXPAYERS)


 


All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Plan.


 


Notwithstanding my previous election in the form
of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice
shall be paid in DSUs in accordance with Article 7 of the Plan.


 


I understand that this election to terminate receipt
of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice
with the Corporation.


 


I understand that the DSUs already granted under
the Plan cannot be redeemed except in accordance with the Plan.


 


I confirm that I have received and reviewed a
copy of the terms of the Plan and agree to be bound by them.


 


Date: _______________________


 


	 	 
	 	(Signature of Participant
	 	 
	 	 
	 	(Name of Participant)


 


Note:     An
election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.


 






     


     


    




 


SCHEDULE
D





 


VIQ SOLUTIONS INC.


 


OMNIBUS EQUITY INCENTIVE PLAN


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
 “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE,
AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN CONNECTION WITH ANY TRANSFERS PURSUANT TO (C)(1) OR
(D) ABOVE, THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD
DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


 


STOCK
OPTION CERTIFICATE


 


VIQ
SOLUTIONS inc.





(Incorporated under the Business Corporations
Act (Ontario))


 


	STOCK OPTION CERTIFICATE	OPTIONS TO PURCHASE l
	 	 
	NO. SO-•	COMMON SHARES







 














This is to certify that for value received, ●
(the “Holder”) is the registered holder of the above-indicated number of options (the “Options”),
each Option evidencing a right issued by the board of directors of VIQ Solutions Inc. (the “Corporation”) to the Holder
to subscribe for and purchase one fully paid and non-assessable common share in the capital of the Corporation (a “Share”)
without nominal or par value upon the terms and conditions as hereinafter set forth as supplemented by the terms of the Corporation’s
omnibus equity incentive plan (the “Plan”), all of which are incorporated herein by reference.


 


	Grant Date:	●
	 	 
	Exercise Price:	$● CDN per Common Share
	 	 
	Vesting Date(s):	●
	 	 
	Expiry Date:	  ●   




 






     


     


    




 


The Holder acknowledges receipt of a copy of the
Plan and hereby agrees that the terms and conditions of the Plan, together with this Stock Option Certificate shall govern the Options
represented hereby. The Plan contains provisions permitting the termination of the Plan or outstanding Options in certain circumstances.
The Holder acknowledges that he, she or it has read and understands the provisions of the Plan.








 


A legend will be placed on any securities representing
the Options or Shares, restricting the transfer of such securities under the United States federal and state securities laws.


 


DATED at Mississauga, Ontario with effect as of
l .


 


	 	VIQ SOLUTIONS INC.
	 	 
	 	 
	 	 	 







 



     


     


    




 





EXHIBIT I TO SCHEDULE D








 


STOCK OPTION EXERCISE FORM


 


TO:        VIQ Solutions Inc. (the “Corporation”)





5915 Airport Road





Suite 700





Mississauga, Ontario L4V 1T1





Canada





Attention: CEO


 


The undersigned, being the holder of the attached
Stock Option Certificate, hereby exercises the right to purchase and subscribe for the Option at the purchase price of $●
per Option, payment for which is submitted with this Stock Option Exercise Form.


 


TOTAL EXERCISE PRICE:    ______________________________


 


The undersigned represents, warrants and certifies
as follows (only one of the following must be checked):


 


		A.  ̈	Outside
                                            the United States. The undersigned holder (a) at the time of exercise of these
                                            Options is not in the United States of America, its territories or possessions, any state
                                            of the United States or the District of Columbia (collectively, the “United States”),
                                            (b) is not exercising such Options on behalf of a person in the United States, and (c) did
                                            not execute or deliver this Stock Option Exercise Form in the United States; or



 


		B.  ̈	Inside
the United States. The undersigned (a) at the time of exercise of these Options is in the “United States” (as
such term is defined above), (b) is exercising such Options on behalf of a person in the United States, or (c) did execute or
deliver this Stock Option Exercise Form in the United States.



 


The undersigned holder understands that unless
Box A above is checked, any certificate representing the Shares will bear a legend restricting transfer without registration under the
U.S. Securities Act and applicable state securities laws unless an exemption from registration is available.


 


The undersigned hereby directs that the Shares
underlying the Options hereby acquired by this Stock Option Exercise Form be issued and delivered as follows:


 


	NAME
    IN FULL:	 
	 	 
	ADDRESS
    IN FULL:	 
	 	 
	 	 
	 	 
	NUMBER
    OF OPTION SHARES:	 
	 	 
	DATED:	 
	 	 
	 	 
	(Signature
    of Option Holder)