Exhibit 4.2


 


IMMUNOVACCINE INC.

DEFERRED SHARE UNIT PLAN


  


Article 1

INTRODUCTION


 


		1.1	Purpose



 


The purpose of the Plan is to provide Participants
with an opportunity to receive a portion or all of their compensation in Deferred Share Units. The Plan aims to align the interests
of Participants with those of the shareholders of the Corporation. The Plan is meant to qualify under paragraph 6801(d) of the
Income Tax Regulations (Canada) and consequently will not be a salary deferral arrangement or an employee benefit plan as
those terms are defined in subsection 248(1) of the Income Tax Act (Canada).


 


		1.2	Definitions



 


In this Plan:


 


		(a)	“Account” means the account maintained by the Corporation in respect of each
Participant to record Deferred Share Units for the Participant;



 


		(b)	“Applicable Laws” means all laws and regulations applicable to the Corporation
and its affairs, and all applicable regulations and policies of such regulatory authorities, stock exchanges or over-the-counter
markets as have jurisdiction over the affairs of the Corporation;



 


		(c)	“Applicable Withholding Taxes” has the meaning set forth in Article 9
of the Plan;



 


		(d)	“Award Date” means in respect of Deferred Share Units awarded as (i) the
Director’s Fees, as contemplated by Article 3, the last day of each of March, June, September and December of a calendar
year on which dates the Deferred Share Units shall be deemed to be awarded, in arrears, to a Participant; or (ii) discretionary
awards as contemplated by Article 4, on such date as the Board determines;



 


		(e)	“Board” means the board of directors of the Corporation;



 


		(f)	“Business Day” means any day other than a Saturday, Sunday or statutory or civic
holiday in the Province of Nova Scotia;



 


		(g)	“Corporate Secretary” means the corporate secretary of the Corporation;



 


		(h)	“Corporation” means Immunovaccine Inc. and its successors and assigns, and any
reference in the Plan to activities by the Corporation means action by or under the authority of the Board;



 






     

    
 


    

 


		(i)	“Deferred Share Unit” means a bookkeeping entry reflecting a Participant’s
entitlements under the Plan, each Deferred Share Unit equivalent in value to a Share;



 


		(j)	“Director” means any member, from time to time, of the Board;



 


		(k)	“Fair Market Value” means the volume-weighted average trading price calculation
per Share for the five (5) trading days immediately preceding the Award Date or the date of redemption, as the case may be, as
reported by the Stock Exchange;



 


		(l)	“Fees” means any of a Director’s annual board retainer, and fees for chairing
the Board, a committee of the Board or being a member of a committee.



 


		(m)	“Insider” has the meaning set out in the Toronto Stock Exchange Company Manual;



 


		(n)	“Participant” means any current or former Director of the Corporation who is
not an employee or officer of the Corporation or of its subsidiaries and who has been or is eligible to be credited with Deferred
Share Units under the Plan;



 


		(o)	“Plan” means this plan entitled “Immunovaccine Inc. Deferred Share Unit
Plan”, as amended from time to time;



 


		(p)	“Related Entity” means a person that controls or is controlled by the Corporation
or that is controlled by the same person that controls the Corporation;



 


		(q)	“Security Based Compensation Arrangement” has the meaning set out in the Toronto
Stock Exchange Company Manual;



 


		(r)	“Share” means a common share in the share capital of the Corporation;



 


		(s)	“Stock Exchange” means the Toronto Stock Exchange or such other stock exchange
as the Board may designate from time to time and, if the Shares are not at any time listed and posted for trading on the Toronto
Stock Exchange or such other stock exchange as the Board may designate from time to time, the stock exchange or securities quotation
system on which the highest volume of Shares is then traded; and



 


		(t)	“Termination” means the cessation of a Participant’s directorship for
any reason, including such Participant’s death, which is deemed to have occurred as of the date of such cessation.



 


		1.3	Interpretation



 


In this Plan, words importing the singular
meaning shall include the plural and vice versa, and words importing the masculine shall include the feminine gender.


 






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		1.4	Effective Date of the Plan



 


The effective date of the Plan shall be
December 21, 2016. The Board shall review and confirm the terms of the Plan from time to time.


 


Article 2

ADMINISTRATION


 


		2.1	Administration of the Plan



 


The Plan shall be administered by the Board,
which shall have full authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the
Plan and to make such determinations as it deems necessary or desirable for the administration of the Plan. The Board may require
that any Participant provide certain representations, warranties and certifications to the Corporation to satisfy the requirements
of Applicable Laws, including without limitation, exemptions from the registration requirements of the United States Securities
Act of 1933, as amended, and applicable state securities laws. All actions taken and decisions made by the Board in this regard
shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Participants
and their legal representatives.


 


		2.2	Delegation



 


The Board may delegate to any Director,
officer or employee of the Corporation such of the Board’s duties and powers relating to the Plan as the Board may see fit.


 


		2.3	Determination of Value if Shares Not Publicly Traded



 


Should the Shares not be publicly traded
on the Stock Exchange at the relevant time, such that the Fair Market Value cannot be determined in accordance with the formulae
set out in the definitions of those terms, such values shall be determined by the Board acting in good faith.


 


		2.4	No Liability



 


Neither the Board, the Corporate Secretary,
nor any officer or employee of the Corporation shall be liable for any act, omission, interpretation, construction or determination
made in good faith in connection with this Plan, and the members of the Board, the Corporate Secretary and such officers and employees
of the Corporation shall be entitled to indemnification by the Corporation in respect of any claim, loss, damage or expense (including
legal fees and disbursements) arising therefrom to the fullest extent permitted by law. The costs and expenses of implementing
and administering this Plan shall be borne by the Corporation.


 


		2.5	Eligibility and Participation



 


		(a)	All Directors of the Corporation shall be eligible to participate in the Plan.



 


		(b)	As a condition of participating in the Plan, each Participant shall be required to provide the
Corporation with all information and undertakings that the Corporation requires in order to administer the Plan and comply with
Applicable Laws, including applicable tax laws.



 






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		(c)	Nothing herein contained shall be deemed to give any person the right to be retained as a Director
or at any time to continue as a Director or employee nor shall the eligibility of a Director as a Participant entitle such Participant
to receive any award under any other compensation or incentive plan of the Corporation. Except as otherwise provided, nothing contained
herein shall in any way entitle a Participant to receive or acquire Shares or to acquire any rights or entitlements as a shareholder
of the Corporation.



 


		2.6	Currency



 


Except where expressly provided otherwise
all references in the Plan to currency refer to lawful Canadian currency.


 


Article 3

ELECTION


 


		3.1	Irrevocable Election



 


Each year, a Participant who is a Director
may elect to receive up to one hundred per cent (100%) of his or her Fees, but not less than 50% of his or her fees, in the form
of Deferred Share Units (in the form of an irrevocable election attached hereto as Appendix “A”) with
the balance to be paid in cash.


 


		3.2	Timing of Election



 


In the case of a newly appointed Director
(the “designation”), the election, which shall be in respect of Fees earned after such designation during
the fiscal year of the designation, must be completed, signed and delivered to the Corporate Secretary as soon as possible and,
in any event, no later than thirty (30) days after the designation. In the case of an existing Participant, the election must be
completed, signed and delivered to the Corporate Secretary by the end of the fiscal year preceding the fiscal year during which
the Participant will earn the Fees or bonus in question and to which such election is to apply.


 


		3.3	Determination of Deferred Share Units



 


The Corporation shall grant, in respect
of each Participant, that number of Deferred Share Units (including fractional Deferred Share Units) as is determined by dividing
the amount of Fees or other compensation that, but for an election, would have been paid to the Participant, by the Fair Market
Value as of the Award Date, with fractions computed to three decimal places and shall credit the Participant’s Account with
such Deferred Share Units. A Participant shall not be entitled to any other benefit under this Plan.


 


The determination by the Board of any question
which may arise as to a grant hereunder shall be final and binding on Participants and other persons claiming or deriving rights
through any of them.


 


Article 4

DISCRETIONARY GRANTS


 


Subject to this Article 4 and such
other terms and conditions as the Board may prescribe, the Board may from time to time award Deferred Share Units to a Participant.
The number of Deferred Share Units (including fractional Deferred Share Units) to be credited as of the Award Date in respect of
a grant under this Article 4 shall be such number of Deferred Share Units as the Board in its discretion determines to be
appropriate in the circumstances.


 






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Article 5

Confirmation of Award and Statements


 


		5.1	Confirmation of Award



 


Certificates representing Deferred Share
Units shall not be issued by the Corporation. Instead, the award of Deferred Share Units to a Participant shall be evidenced by
a letter to the Participant from the Corporation.


 


		5.2	Reporting of Deferred Share Units



 


Statements of Accounts will be provided
to the Participants, on an annual basis, by January 31 of each year.


 


Article 6

VESTING


 


Deferred Share Units (and fractional Deferred
Share Units) shall vest immediately upon being credited to a Participant’s Account.


 


Article 7

ADJUSTMENTS


 


		7.1	Adjustments



 


The number of Deferred Share Units standing
to the credit of an Account shall also be appropriately adjusted to reflect the payment of dividends in Shares (other than dividends
in the ordinary course), the subdivision, consolidation reclassification, conversion or exchange of the Shares, or a merger, consolidation,
recapitalization, reorganization, spin off or any other change or event which affects the Fair Market Value and which, in the sole
discretion of the Board, necessitates action by way of adjustment to the number of Deferred Share Units. The appropriate adjustment
in any particular circumstance shall be conclusively determined by the Board in its sole discretion, subject to acceptance by the
Stock Exchange, if applicable.


 


Article 8

REDEMPTION


 


		8.1	Redemption of Deferred Share Units



 


Deferred Share Units (and fractional Deferred
Share Units) credited to a Participant’s Account shall not be redeemable except upon the Termination of a Participant.


 


In the event of the Termination of a Participant,
no further Deferred Share Units will be credited to such Participant’s Account, and any election by such Participant to receive
any future Fees or bonus, as the case may be, in the form of Deferred Share Units shall be revoked.


 






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		8.2	Redemption on Termination



 


In the event of the Termination of a Participant,
all Deferred Share Units (and fractional Deferred Share Units) credited to the Participant’s Account shall be redeemable
and settled:


 


		(a)	as described below, net of any Applicable Withholding Taxes,



 


		(b)	in favor of the Participant (or the Participant’s legal representative),



 


		(c)	no later than the end of the calendar year following the year in which Termination occurs.



 


Upon redemption by the Participant (or
the Participant’s legal representative) pursuant to paragraph 8.3 or by the deadline provided for under paragraph 8.2(c),
if not already redeemed by the Participant (or the Participant’s legal representative), the Corporation will issue to the
Participant a number of Shares from treasury equal to the number of Deferred Share Units (and fractional Deferred Share Units)
credited in the Account, less the number of Shares that results by dividing the aggregate amount of the Applicable Withholding
Taxes by the Fair Market Value as of the date of redemption. Instead of issuing Shares from treasury, the Corporation may elect,
in its sole discretion, to pay to the Participant (or the Participant’s legal representative) an amount of money determined
by multiplying the number of Deferred Share Units (and fractional Deferred Share Units) credited in the Account by the Fair Market
Value as of the date of redemption, net of any Applicable Withholding Taxes, by cheque, upon redemption by the Participant pursuant
to paragraph 8.3 or by the deadline provided for under paragraph 8.2(c), if not already redeemed by the Participant (or the Participant’s
legal representative). All Deferred Share Units (and fractional Deferred Share Units) will expire and terminate upon such issuance
of Shares or upon such payment, as the case may be.


 


		8.3	Notice of Redemption



 


Deferred Share Units (and fractional Deferred
Share Units) that have become redeemable may be redeemed by written notice, in a form reasonably required by the Board, signed
by the Participant (or the Participant’s legal representative) and delivered to the Board not later than fifteen (15) Business
Days prior to the end of the calendar year following the date of Termination.


 


		8.4	Compliance with Applicable Laws



 


No Share shall be delivered under the Plan
unless and until the Board has determined that all provisions of Applicable Laws and the requirements of the Stock Exchange have
been satisfied. The Board may require, as a condition of the issuance and delivery of Shares pursuant to the terms hereof, that
the recipient of such Shares make such covenants, agreements and representations, as the Board in its sole discretion deems necessary
or desirable.


 


		8.5	No Fractional Shares



 


The Corporation shall not be required to
issue, or to purchase and deliver, fractional Shares on account of the redemption of Deferred Share Units. If any fractional interest
in a Share would, except for this provision, be issuable or deliverable
on the redemption of Deferred Share Units, the Corporation shall, in lieu of delivering any certificate of such fractional interest,
satisfy such fractional interest by paying to the Participant a cash amount equal to the fraction of the Share corresponding to
such fractional interest multiplied by the Fair Market Value of such Share.


 






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		8.6	No Interest



 


For greater certainty, no interest shall
accrue to, or be credited to, a Participant on any amount payable under the Plan.


 


		8.7	Maximum Number of Shares Issuable



 


Subject to adjustment in accordance with
Section 7.1, the maximum number of Shares which the Corporation may issue from treasury in connection with the redemption
of Deferred Share Units granted under the Plan shall be 1,500,000 Shares, or such greater number as may be approved from time
to time by the Corporation’s shareholders in accordance with the requirements of the Stock Exchange.


 


		8.8	Maximum Number of Shares Issuable to Insiders



 


During any twelve (12) month period, the
number of Shares issued from treasury to Insiders under this Plan or any other Security Based Compensation Arrangement of the Corporation
shall not exceed ten percent (10%) of the issued and outstanding Shares; and the number of Shares issuable from treasury to
Insiders, at any time, under this Plan or any other Security Based Compensation Arrangement of the Corporation shall not exceed
ten percent (10%) of the issued and outstanding Shares.


 


Article 9

Tax Matters


 


		9.1	Withholding



 


The Corporation may withhold an amount
corresponding to the aggregate of any federal, provincial, local or foreign
taxes and other amounts required by law to be withheld (the “Applicable Withholding Taxes”), from
any amount (including by reducing the number of Shares to be issued) owing
to a Participant including any amount owing under this Plan.


 


		9.2	Compliance with Income Tax Act



 


Notwithstanding the foregoing and Section
11.1, all actions of the Board and the Corporate Secretary shall be such that this Plan continuously meets the conditions of paragraph
6801(d) of the Income Tax Regulations (Canada), or any successor provision, in order to qualify as a “prescribed plan
or arrangement” for the purposes of the definition of a “salary deferral arrangement” contained in subsection
248(1) of the Income Tax Act (Canada).


 






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Article 10

Communication


 


		10.1	Communication to Participant



 


Any payment, notice, statement, certificate
or other instrument required to be given to a Participant or any person claiming or deriving any rights through him or her shall
be given by:


 


		(a)	delivering it personally to the Participant or the person claiming or deriving rights through him
or her, as the case may be; or



 


		(b)	mailing it, postage prepaid (provided that the postal service is then in operation) or delivering
it to the address which is maintained for the Participant in the
records of the Corporation.



 


		10.2	Communication to Corporation



 


Any payment, notice, statement, certificate
or instrument required or permitted to be given to the Corporation shall be given by mailing it, postage prepaid (provided that
the postal service is then in operation) or delivering it to the Corporation at the following address:


 


Immunovaccine Inc.


1344 Summer Street, Suite 412


Halifax, Nova Scotia B3H 0A8


 


Attention: Corporate Secretary


 


Facsimile: (902) 492-0888


 


Email:fors@imvaccine.com


 


or to such other person or in
such other manner as is notified to a Participant.


 


		10.3	Timing of Delivery



 


Any payment, notice, statement, certificate
or instrument, if delivered, shall be deemed to have been given or delivered on the date on which it was delivered or, if mailed
(provided that the postal service is then in operation), shall be deemed to have been given or delivered on the second Business
Day following the date on which it was mailed.


 


Article 11

GENERAL


 


		11.1	Amendment, Suspension, or Termination of Plan



 


		(a)	The Board may, at any time, suspend or terminate this Plan. The Board may also, at any time, amend
or revise the terms of this Plan subject to the receipt of all necessary regulatory and shareholders approvals, provided that no
such amendment or revision shall alter the terms of any Deferred Share Unit granted under this Plan prior to such amendment or
revision .



 


		(b)	Without limiting the generality of the foregoing, the Board may make the following types of amendments
to this Plan without seeking the approval of the shareholders of the Corporation:



 


		(i)	amendments to the definition of “Participant” or the eligibility requirements for participating
in the Plan, where such amendments would not have the potential of broadening or increasing Insider participation;



 






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		(ii)	amendments to the manner in which Participants may elect to participate in the Plan;



 


		(iii)	amendments to the provisions of the Plan relating to the redemption of Deferred Share Units and
the dates for the redemption of the same, provided that no amendment shall accelerate the redemption of a Participant’s Deferred
Share Units prior to the earlier of his or her Termination, subject to obtaining the required regulatory approvals;



 


		(iv)	amendments of a “housekeeping” nature including, without limiting the generality of
the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement
any provision of the Plan that is inconsistent with any other provision of the Plan;



 


		(v)	amendments necessary to comply with the provisions of Applicable Laws and the requirements of the
Stock Exchange;



 


		(vi)	amendments respecting the administration of the Plan;



 


		(vii)	amendments to the vesting provisions of the Plan;



 


		(viii)	amendments necessary to continuously meet the requirements of paragraph 6801(d) of the Income
Tax Regulations (Canada) and to ensure that the Plan is not a salary deferral arrangement or an employee benefit plan as those
terms are defined in subsection 248(1) of the Income Tax Act (Canada);



 


		(ix)	amendments necessary to suspend or terminate the Plan; and



 


		(x)	any other amendment, whether fundamental or otherwise, not requiring shareholders’ approval
under Applicable Laws.



 


		(c)	Notwithstanding the provisions of Section 11.1(b), the Board may not, without the approval
of the shareholders of the Corporation, make amendments to the Plan for any of the following purposes:



 


		(i)	to increase the maximum number of Shares that may be issued pursuant to the redemption of Deferred
Share Units granted under the Plan as set out in Section 8.7;



 


		(ii)	to increase the maximum number of Shares issuable pursuant to Section 8.8; and



 


		(iii)	to amend the provisions of this Section 11.1(c).



 


		(d)	In the event of any conflict between Sections 11.1(b) and 11.1(c), the latter shall prevail.



 






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		(e)	If the Board terminates the Plan, no new Deferred Share Units (other than Deferred Share Units
that have been granted but vest subsequently pursuant to Article 6) will be credited to the Account of a Participant, but
previously credited (and subsequently vesting) Deferred Share Units shall be redeemed in accordance with the terms and conditions
of the Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when the last remaining
Participant receives the redemption price for all Deferred Share Units recorded in the Participant’s Account. Termination
of the Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Deferred Share
Units granted under the Plan prior to the date of such termination.



 


		(f)	All Participants will be sent written notice of any amendment, modification, suspension or termination
of the Plan.



 


		11.2	Compliance with Laws



 


		(a)	The administration of the Plan, including the Corporation’s issuance of any Deferred Share
Units or its obligation to make any payments or issuances of securities in respect thereof, including Shares, shall be subject
to and made in conformity with all Applicable Laws. Furthermore, any grant of Deferred Share Units or issuance of Shares pursuant
to the Plan must be exempt or not subject to registration under applicable United States federal and state securities laws. Any
Deferred Share Units or Shares granted or issued to a person in the United States (as such term is defined in Regulation S promulgated
under the United States Securities Act of 1933, as amended) will result in any certificate representing such securities bearing
a United States restrictive legend restricting transfer of such securities under United States federal and state securities laws.



 


		(b)	Each Participant shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged
and agreed by participating in the Plan) that the Participant shall, at all times, act in strict compliance with the Plan and all
Applicable Laws, including, without limitation, those governing “insiders” of “reporting issuers” as those
terms are construed for the purposes of applicable securities laws, regulations and rules.



 


		(c)	No election may be made and no issuance of Deferred Share Units will be made pursuant to this Plan
and no notice of redemption may be given by a Participant when such Participant is in possession of material, undisclosed and confidential
information which would limit or restrict such person’s right to trade in securities of the Corporation pursuant to the Securities
Act (Quebec) as amended or in any other similar provisions of any Applicable Laws. The Corporation may extend or change applicable
issuance dates or time periods in its discretion to ensure compliance as it may reasonably determine.



 


		(d)	In the event that the Board recommends and the Board, after consultation with the Corporation’s
Chief Financial Officer and external auditors, determines that it is not feasible or desirable to honour an election in favour
of Deferred Share Units or to honour any other provision of the Plan under International Financial Reporting Standards as applied
to the Plan and the Accounts established under the Plan for each Participant, the Board shall make such changes to the Plan as
the Board reasonably determines, after consultation with the Corporation’s Chief Financial Officer and external auditors,
are required in order to avoid adverse accounting consequences to the Corporation with respect to the Plan and the Accounts established
under the Plan for each Participant, and the Corporation’s obligations under the Plan shall be satisfied by such other reasonable
means as the Board shall in its good faith determine, provided that such changes would not extend the settlement or satisfaction
of the obligations of the Corporation beyond the end of the calendar year following the year in which the Termination occurs and
that all such charges shall be made in order to ensure that the Plan remains compliant under all Applicable Laws.



 






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		11.3	Reorganization of the Corporation



 


The existence of any Deferred Share Units
shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization,
reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination,
merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the
Corporation or the rights and conditions attaching thereto or 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 any other corporate act or proceeding, whether of a similar nature
or otherwise.


 


		11.4	General Restrictions and Assignment



 


		(a)	The rights of a Participant pursuant to the terms of the Plan are non-assignable or alienable by
him either by pledge, assignment or in any other manner, and after his or her lifetime shall enure to the benefit of and be binding
upon the Participant’s estate.



 


		(b)	The rights and obligations of the Corporation under the Plan may be assigned by the Corporation
to a successor in the business of the Corporation.



 


		11.5	No Right to Service



 


Neither participation in the Plan nor any
action taken under the Plan shall give or be deemed to give any Participant a right to continued appointment as a Director, and
shall not interfere with any right of the shareholders of the Corporation to remove any Participant as a Director.


 


		11.6	No Shareholder Rights



 


Deferred Share Units are not Shares and
under no circumstances shall Deferred Share Units be considered Shares. Deferred Share Units shall not entitle any Participant
any rights attaching to the ownership of Shares, including, without limitation, voting rights, or rights on liquidation, nor shall
any Participant be considered the owner of the Shares by virtue of the award of Deferred Share Units.


 


		11.7	Unfunded and Unsecured Plan



 


The Corporation shall not be required to
fund, or otherwise segregate assets to be used for required payments under the Plan. Unless otherwise determined by the Board,
the Plan shall be unfunded and the Corporation will not secure its obligations under the Plan. To the extent any Participant or
his or her estate holds any rights by virtue of a grant of Deferred Share Units under the Plan, such rights (unless otherwise determined
by the Board) shall have no greater priority than the rights of an unsecured creditor of the Corporation.


 






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		11.8	No Other Benefit



 


No amount will be paid to, or in respect
of, a Participant under the Plan or pursuant to any arrangement and no additional Deferred Share Units will be granted to such
Participant as compensation for a downward fluctuation in the Fair Market Value of the Shares nor will any other form of benefit
be conferred upon, or in respect, of a Participant for such purpose.


 


		11.9	Governing Laws



 


The Plan shall be governed by, and interpreted
in accordance with, the laws of the Province of Nova Scotia and the laws of Canada applicable therein, without regard to principles
of conflict of laws.


 


		11.10	Unenforceability



 


If any provision of this Plan is determined
to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or
part thereof and the remaining part, if any, of such provision and all other provisions hereof shall continue in full force and
effect.


 


APPROVED
by the Board of the Corporation on December 21, 2016.


 


 


 




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Appendix
“A” 


 


IMMUNOVACCINE INC.


 


DEFERRED SHARE UNIT PLAN


 


THIS IRREVOCABLE ELECTION FORM MUST
BE RETURNED TO IMMUNOVACCINE INC. (THE “CORPORATION”) BY EMAIL AT ●@IMVACCINE.COM BY 5:00 P.M. (EASTERN
TIME) BEFORE DECEMBER 31, ________. [FOR NEW PARTICIPANTS: WITHIN 30 DAYS OF ELIGIBILITY TO PARTICIPATE] [SUBJECT TO ADDITIONAL
RULES FOR U.S. TAXPAYERS.]


 


IRREVOCABLE ELECTION FORM


 


		1.	General



 


		(a)	I have received and reviewed a copy of the Corporation’s Deferred Share Unit Plan (the “Plan”)
and agree to be bound by it.



 


		(b)	The value of a Deferred Share Unit is based on the trading price of a Share and is thus not guaranteed.
The eventual value of a Deferred Share Unit on the applicable redemption date may be higher or lower than the value of the Deferred
Share Unit at the time it was allocated to my Account under the Plan.



 


		(c)	I will be liable for income tax when Deferred Share Units are redeemed in accordance with the Plan.
Any cash payments made pursuant to the Plan shall be net of Applicable Withholding Taxes (and the number of Shares to which I could
be entitled could be reduced to take into account the amount of Applicable Withholding Taxes). I understand that the Corporation
is making no representation to me regarding taxes applicable to me under this Plan and I will confirm the tax treatment with my
own tax advisor.



 


		(d)	No funds will be set aside to guarantee the redemption of Deferred Share Units or the payment of
any other sums due to me under the Plan. Future payments pursuant to the Plan are an unfunded liability recorded on the books of
the Corporation. Any rights under the Plan by virtue of a grant of Deferred Share Units shall have no greater priority than the
rights of an unsecured creditor.



 


		(e)	I acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by
participating in the Plan) that I shall, at all times, act in strict compliance with the Plan and all Applicable Laws, including,
without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for
the purposes of applicable securities laws, regulations and rules.



 


		(f)	I agree to provide the Corporation with all information and undertakings that the Corporation requires
in order to administer the Plan and comply with Applicable Laws.



 


		(g)	I understand that:



 






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		(i)	All capitalized terms shall have the meanings attributed to them under the Plan;



 


		(ii)	The redemption of Deferred Share Units must comply with applicable securities laws, including United
States federal and state securities laws; and



 


		(iii)	All cash payments, if any, will be net of any Applicable Withholding Taxes.



 


		(h)	I, as a Director, irrevocably elect to receive _____% of my base retainer and _____% of any other directorship fees in Deferred
Share Units for the 20___ calendar year.



 


Dated this ______________________.


  


 


Participant Signature:_____________________________________


 


Participant Name:_____________________________________


 


 


 




    	 	- 14 -	 



    
 


    

  


APPENDIX “B”


 


IMMUNOVACCINE INC.


 


DEFERRED SHARE UNIT PLAN


 


Plan Provisions
Applicable to U.S. Taxpayers


 


This Appendix “B”
is an integral part of the Plan. The provisions of this Appendix “B” apply to U.S. Taxpayers notwithstanding anything
to the contrary in the Plan or in any election form or award letter. Except as specifically defined in this Appendix “B”,
all capitalized terms used in this Appendix “B” have the meaning attributed to them in the Plan.


 


		1.	A U.S. Taxpayer is a Participant who (i) is subject to income taxation in the United States on
the income received by his or her services as a Director or and who is not otherwise exempt from U.S. income taxation under the
relevant provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or other Applicable Laws
and (ii) who is not subject to income taxation in Canada under the Income Tax Act (Canada) and any similar law of a province.



 


		2.	It is intended that the provisions of the Plan, any election form, or any award letter (collectively
referred to as the Plan for this Appendix “B”) and any Deferred Share Units comply with Section 409A of the Code and
the U.S. Treasury Regulations and other U.S Internal Revenue Service guidance promulgated thereunder as in effect from time to
time (“Section 409A”). In the event of any ambiguity in the language of the Plan or in the operation of the
Plan, the Plan shall be construed, interpreted and operated in a manner that will result in compliance with the requirements of
Section 409A, to the maximum extent permitted under Applicable Laws.



 


		3.	All elections under Article 2 of the Plan shall be made at a time and in a form that complies with
Section 409A.



 


		4.	Notwithstanding Article 8 of the Plan, a U.S. Taxpayer shall not select a date of redemption for
payment of his or her Deferred Share Units. Instead, the payment date for any Deferred Share Units payable to a U.S. Taxpayer shall
be the date that is thirty (30) days after such U.S. Taxpayer’s date of Termination, unless either (a) the U.S. Taxpayer
is a Specified Employee on his or her date of Termination or (b) the US. Taxpayer’s Termination was due to his or her death.
If the U.S. Taxpayer is a Specified Employee on his or her date of Termination and such U.S. Taxpayer’s Termination did not
arise by reason of his or her death, the payment date in respect of such Deferred Share Units shall be the date that is six (6)
months and one day after the U.S. Taxpayer’s Termination, or if earlier, within ninety (90) days after the U.S. Taxpayer’s
death. If the Termination occurs due to the U.S. Taxpayer’s death, then payment of such Deferred Share Units shall be made
within ninety (90) days of the U.S. Taxpayer’s date of death. On the date of payment, the amount of money or Shares to be
paid or delivered to the U.S. Taxpayer shall be determined by Section 8 of the Plan, subject to applicable tax withholdings.



 


		5.	For purposes of this Appendix “B”, the defined term “Termination”
for a U.S. Taxpayer shall mean when such U.S. Taxpayer incurs a “separation from service” under U.S. Treasury Regulation
§ 1.409A-1(h) from the Corporation or a Related Entity (which, for purposes of determining a Termination, shall mean a "service
recipient" as defined under U.S. Treasury Regulation § 1.409A-1(h)(3)).



 






    	 	- 15 -	 



    
 


    

 


		6.	The provisions of Article 7 and Article 11 shall be subject to the limitations and requirements
set forth in Section 409A as to the time and form of payment of any Deferred Share Units.



 


		7.	Notwithstanding any other provision of this Appendix “B” or of the Plan to the
contrary, neither the time nor the schedule of any payment under this Appendix “B” may be accelerated except as
provided in Treas. Reg. § 1.409A-3(j)(4). In addition, under no circumstances may the time or schedule of any payment described
in this Appendix “B” be subject to a further deferral except as otherwise permitted herein or required or permitted
pursuant to regulations and other guidance issued pursuant to Section 409A. The U.S. Taxpayer does not have any right to make any
election regarding the time or form of any payment due under this Appendix “B”.



 


		8.	If the Corporation fails to make any distribution, either intentionally or unintentionally, at
the time specified in this Appendix “B”, but the payment is made later, but within the same calendar year, such
distribution will be treated as made at the time specified in this Appendix “B” pursuant to Treas. Reg. §
1.409A-3(d). Additionally, the distribution will be treated as made at the time specified in this Appendix “B” in the
other limited circumstances described in Treas. Reg. § 1.409A-3(d). In addition, if a distribution is not made due to a dispute
with respect to such distribution, the distribution may be delayed in accordance with Treas. Reg. § 1.409A-3(g).



 


		9.	If any provision of the Plan or in the operation of the Plan contravenes any regulations or Treasury
guidance promulgated under Section 409A of the Code or would cause the Deferred Share Units to be subject to the interest and penalties
under Section 409A of the Code such provision of the Plan may, to the extent that it applies to U.S. Taxpayers, be modified, without
the consent of any U.S. Taxpayer, to maintain, to the maximum extent practicable, the original intent of the applicable provision
without violating the provisions of Section 409A of the Code. Notwithstanding the foregoing, neither the Corporation, nor any parent
or subsidiary of the Corporation, nor any of their shareholders, directors, officers, employees, agents or representatives shall
be liable to any U.S. Taxpayer or his or her heirs, beneficiaries or estate in the event any amounts accrued, due or payable under
the Plan become subject to early income inclusion, additional taxes, penalties or interest as a result of the application of Section
409A.



 


		10.	All provisions of the Plan shall continue to apply to a U.S. Taxpayer, except to the extent that
they have not been specifically modified by this Appendix “B”.



 


 


 


 


 








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