Exhibit 4.1


 





CANNTRUST STOCK OPTION PLAN



Originally Effective on February 16, 2017

(as amended and restated and effective on August 28, 2017, and

as further amended and restated and effective on February 22nd, 2018)


 


CannTrust Holdings Inc. (the "Company")
hereby establishes, effective on the Effective Date (as defined below), a stock option plan (the "Plan") for the
benefit of the respective directors, officers, full-time employees and consultants of the Company (as defined below) or its subsidiaries.
The Plan constituted hereby shall be known as the "CannTrust Stock Option Plan".


 


		1.	DEFINITIONS



 


As used herein, the following terms shall
have the following meanings:


 


		(a)	"Associate" shall have the meaning ascribed to that term in the Securities
Act (Ontario);



 


		(b)	"Blackout Period" means the time period, commonly referred to as the "blackout
period", determined by the Company in accordance with its trading policies pursuant to which directors, officers, employees
and others are prohibited from trading in the securities of the Company (including exercising options granted under the Plan) and,
for greater certainty, Blackout Period shall not include any period in which there is a prohibition on trading in securities of
the Company as a result of a cease trade or other order of any securities commission or regulatory authority;



 


		(c)	"Board" means the board of directors of the Company as constituted from time to
time;



 


		(d)	"business day" means a day other than a Saturday, Sunday or any other day which
is a statutory holiday in the Province of Ontario;



 


		(e)	"Common Shares" means the Common Shares in the capital of the Company;



 


		(f)	"Company" means CannTrust Holdings Inc., and includes any successor corporation
thereof;



 


		(g)	"Compensation Committee" means the Compensation Committee of the Board as constituted
from time to time;



 


		(h)	"Insider" shall have the meaning ascribed to that term in the Company Manual
of the Toronto Stock Exchange, as same is amended from time to time or interpreted or modified in any Toronto Stock Exchange
Staff Notice or other published policy document of the Toronto Stock Exchange, provided that, if at any time the Common Shares
are not then listed on the Toronto Stock Exchange, "Insider" will mean:



 


		(i)	an insider (as defined in the Securities Act (Ontario)) of the Company, other than a person
who falls within that definition solely by virtue of being a director or senior officer of a subsidiary of the Company; and



 


		(ii)	an Associate of any person who is an insider by virtue of (i);



 






     


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		(i)	"Securities Act (Ontario)" means the
Securities Act (Ontario) or its successor, as amended from time to time;



 


		(j)	"Share Compensation Arrangements" 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 Common Shares
from treasury to one or more persons, including a share purchase from treasury which is financially assisted by the Company by
way of a loan, guarantee or otherwise; and



 


		(k)	"subsidiary" shall have the meaning ascribed to that term in the Securities
Act (Ontario).



 


		2.	PURPOSE OF THE PLAN



 


The purpose of the Plan is to provide the
Company and its subsidiaries with a share-related mechanism designed to develop and increase the interest in the growth and development
of the Company and its subsidiaries of those of the respective directors, officers, full-time employees and consultants of the
Company and its subsidiaries as may from time to time be granted options under the Plan by providing to them the opportunity to
acquire a proprietary interest in the Company through the purchase of Common Shares.


 


		3.	ADMINISTRATION



 


The Plan will be administered solely by
the Board and grants of options under the Plan shall be made as follows (the "Option Granting Process"): all proposed
option grants are to be submitted to the Compensation Committee for review and a recommendation made to the Board; proposed option
grants recommended by the Compensation Committee are then to be submitted to the Board for approval and, if approved, will be granted
on the date so approved by the Board. Subject to the provisions of the Plan, the Board is authorized in its sole discretion to
make such determinations under, and such interpretations of, and to take such steps and actions in connection with the proper administration
of the Plan and to impose, amend or revoke such rules and regulations concerning the granting of options pursuant to the Plan as
it, in its sole discretion, may deem necessary or advisable. No member of the Board will be liable for any action or determination
taken or made in good faith with respect to the Plan or any options granted thereunder and each such member shall be entitled to
indemnification by the Company with respect to any such action or determination in the manner provided for by the Board. Any determination
approved by a majority of the members of the Board will be deemed to be a determination of that matter by the Board. Members of
the Board may be granted options under the Plan. All options previously issued by the Company under the Plan that are outstanding
as at the date of any amendment and restatement of the Plan shall be deemed to be issued under the Plan, as amended and restated,
and governed by the terms and conditions hereof.


 


		4.	NUMBER OF SHARES DEDICATED TO THE PLAN



 


Options shall not be granted under the
Plan with respect to any class of shares in the capital of the Company other than Common Shares. The aggregate number of Common
Shares subject to options under the Plan shall not exceed, in the aggregate, ten percent (10%) of the number of issued Common Shares
at the time of the granting of options under the Plan. All options granted under the Plan will conform to all applicable provisions
prescribed by the Plan and to such specific terms and conditions as may be determined by the Board at the time of making each such
grant. The granting of any option must, in order to become effective and binding on the Company, be authorized or approved by the
Board pursuant to the Option Granting Process. Common Shares in respect of which an option is granted under the Plan, but not exercised
prior to the termination of such option, whether through lapse of time or otherwise, shall be available for options thereafter
granted by the Board under the Plan. All Common Shares issued pursuant to the due exercise of options granted under the Plan will
be so issued as fully paid and non-assessable shares.


 






     


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		5.	ELIGIBILITY FOR OPTIONS



 


The persons who will be eligible to be
granted options pursuant to the Plan (the "Eligible Participants") will be such directors, officers, full-time
employees and consultants of the Company or its subsidiaries as the Board shall from time to time determine in its sole discretion.
In determining the options to be granted to Eligible Participants under the Plan, the Board will give due consideration to the
value of each such person's present potential contribution to the Company's (or any subsidiary of the Company's) success and to
the recommendation in that regard made by the Compensation Committee.


 


		6.	GRANTING OF OPTIONS



 


Subject to the provisions herein set forth
(including the Option Granting Process), the Board shall, in its sole discretion, select the Eligible Participants to whom options
under the Plan may be granted (herein sometimes referred to as the "Optionees"), the number of Common Shares to
be optioned to each of them and the terms and conditions within the limits prescribed in Section 7 hereof attaching to each such
option. The aggregate number of Common Shares reserved for issuance pursuant to all options granted to any one Optionee shall not
exceed 5% of the number of Common Shares outstanding on a non-diluted basis at the time of such grant. In addition, the aggregate
number of securities of the Company:


 


		(a)	issued to Insiders of the Company, within any one year period; and



 


		(b)	issuable to Insiders of the Company, at any time;



 


under the Plan, or when
combined with all of the Company's other Share Compensation Arrangements, shall not exceed 10% of the Company's total issued and
outstanding securities. The granting of an option under the Plan to an Eligible Participant shall neither entitle nor preclude
such Eligible Participant from being subsequently granted one or more additional options to purchase Common Shares under the Plan.


 


		7.	TERMS AND CONDITIONS OF THE OPTIONS



 


The terms and conditions of each option
granted under the Plan shall be set forth in an option agreement (an "Option Agreement") to be entered into between
the Company and each Optionee, such agreement to be in such form as may from time to time be approved by the Board from time to
time. To the extent that the terms of the Plan and any Option Agreement are inconsistent, the terms of the Plan shall govern. The
Option Agreement shall include the following terms and conditions as well as such other terms and conditions not inconsistent with
the Plan as may be deemed advisable by the Board:


 


		(a)	Number of Shares - The Board shall, in its sole discretion, fix the aggregate number
of Common Shares which are the subject of the option so granted.



 


		(b)	Option Price – The option price per Common Share with respect to any option
granted under the Plan shall be determined by the Board at the time the option is granted, but such price shall not be less than
the Minimum Price (as defined below) on the day on which the grant of the option is authorized or approved by the Board. For the
purposes of this subparagraph 7(b), "Minimum Price" shall mean:



 






     


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		(i)	in the event that the Common Shares are then traded on the Toronto Stock Exchange, the closing
price of the Common Shares on the Toronto Stock Exchange on the trading day prior to the day on which the option is authorized
or approved by the Board;



 


		(ii)	in the event that the Common Shares are not then traded on the Toronto Stock Exchange, the closing
price of the Common Shares on such public market on which the Common Shares are then traded, as selected by the Board, in its sole
discretion, on the trading day prior to the day on which the option is authorized or approved by the Board; or



 


		(iii)	in the event that the Common Shares are not then traded on any public market, the price of the
Common Shares as determined by the Board, in its sole discretion, on the day on which the option is authorized or approved by the
Board.



 


		(c)	Payment - The purchase price of the Common Shares purchased upon the exercise of
the option shall be paid for in full upon the exercise thereof. An Optionee who is not already a shareholder of the Company shall
have none of the rights of a shareholder of the Company until Common Shares issuable pursuant to the exercise of an option granted
to an Optionee are issued to such Optionee.



 


		(d)	Vesting - Subject to subsections 7(i) and 7(l), the Board shall determine, at the
time of granting an option to an Optionee pursuant to the Plan, the maximum number of Common Shares that may be exercised by such
Optionee in each year or other period during the term of the option.



 


		(e)	Term of Option - The term of the option shall not be for less than one year and not
more than 10 years from the date the option is granted, subject always to subsections 7(f), 7(g), 7(h) and 7(i); provided that,
notwithstanding the foregoing or anything else to the contrary in the Plan, if the term of any option granted under the Plan ends
on a day occurring within a Blackout Period applicable to an Optionee or within ten business days after the expiry of a Blackout
Period applicable to an Optionee, the term of such option shall be automatically extended to (and such option shall continue to
be exercisable under the terms of the Plan up to) 5:00 p.m. (Toronto time) on the tenth business day following the expiry of such
Blackout Period. This subsection 7(e) applies to all options outstanding under the Plan, regardless of the date of grant or issuance.



 


		(f)	Death of Optionee - In the event of the death of an Optionee while in the employment,
or as an officer, director or consultant, of the Company or a subsidiary of the Company prior to 5:00 p.m. (Toronto time) on the
expiry date of the option (the "Expiry Date"), the option may be exercised, as to all or any of the Common Shares
forming the subject matter of such option in respect of which such Optionee would have been entitled to exercise the option hereunder
at the time of the death of such Optionee if such Optionee had survived, by the legal representatives of such Optionee at any time
up to and including, but not after, 5:00 p.m. (Toronto time) on the date which is the first anniversary of the date of death of
such Optionee or the Expiry Date, whichever is the earlier, after which the option shall in all respects cease and terminate and
be of no further force or effect whatsoever as to such of the Common Shares in respect of which such option had not been previously
exercised.



 






     


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		(g)	Resignation or Discharge of Optionee - In the event of:



 


		(i)	the resignation of an Optionee as an employee of the Company or a subsidiary of the Company such
that the Optionee is no longer an Eligible Participant;



 


		(ii)	the resignation or removal of an Optionee as an officer, director or consultant of the Company
or a subsidiary of the Company other than in the circumstances referred to in subsections 7(f) and 7(l), such that the Optionee
is no longer an Eligible Participant; or



 


		(iii)	the discharge of an Optionee as an employee of the Company or a subsidiary of the Company by reason
of a wilful and substantial breach of such Optionee's employment duties;



 


in each such
case prior to 5:00 p.m. (Toronto time) on the Expiry Date, all options granted to such Optionee under the Plan shall in all respects
forthwith cease and terminate and be of no further force or effect whatsoever as to such of the Common Shares in respect of which
such option had not previously been exercised, upon notice of such resignation being received by the Company or subsidiary of the
Company, or upon notice of such removal or discharge being given by the Company or subsidiary of the Company to such Optionee,
as the case may be. For the purposes of the Plan, the determination by the Company that such Optionee was discharged as an employee
of the Company or a subsidiary of the Company by reason of a wilful and substantial breach of such Optionee's employment duties
shall be binding upon such Optionee.


 


		(h)	Other Termination of Employment or Cessation of Directorship of Optionee - In the
event of the termination of employment of an Optionee by the Company or a subsidiary of the Company other than in the circumstances
referred to in subsections 7(f) and 7(g), or an Optionee ceasing to be a non-employee director of the Company in the circumstances
referred to in subsection 7(l), below, such that the Optionee is no longer an Eligible Participant, such Optionee may exercise
each option then held by such Optionee under the Plan to the extent that such Optionee was entitled to do so at the time of such
termination of employment or cessation of directorship (including as a consequence of subsection 7(l)), at any time up to and including,
but not after, 5:00 p.m. (Toronto time) on the 30th day (or such later day as the Board in its sole discretion may determine)
following the date of termination of employment or cessation of directorship, or the Expiry Date, whichever is earlier, after which
the option shall in all respects cease and terminate and be of no further force or effect whatsoever as to such of the Common Shares
in respect of which such option had not been previously exercised.



 


		(i)	Sale and Take-Over Bids - As used in this subsection 7(i):



 


		(i)	"Arrangement" means any merger, arrangement, amalgamation or other similar form
of transaction involving the Company, other than with a wholly-owned subsidiary of the Company, under circumstances such that,
following the completion of such transaction, there is a Change in Control of the Company;



 






     


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		(ii)	"Change in Control" means, in relation to the Company or any successor or resulting
company or other entity, circumstances under which Control of the Company or any successor or resulting company or other entity
is changed from one person or group of persons to another person or group of persons, other than to a Person not dealing at arm's
length with the person(s) exercising Control of the Company immediately prior to such circumstances occurring;



 


		(iii)	"Control" means the possession, directly or indirectly, through one or more intermediaries
or otherwise, of the power to elect a majority of directors and/or to direct or cause the direction of the management or policies
of the Company, whether through the ownership of voting securities, by contract or in any other manner whatsoever;



 


		(iv)	"offeror" has the meaning ascribed to that term in the Securities Act (Ontario);



 


		(v)	"Take-over Bid" means a take-over bid, as defined in the Securities Act
(Ontario), which is a "formal bid" as defined in such Act, and which is made:



 


		(A)	for all of the issued and outstanding shares of any one or more classes of shares in the capital
of the Company; or



 


		(B)	for all of the issued and outstanding shares of any one or more classes of shares in the capital
of the Company other than:



 


		(1)	those shares in the capital of the Company which are then owned by the offeror under such Take-over
Bid; and/or



 


		(2)	those shares in the capital of the Company which the offeror under such Take-over Bid then otherwise
has, directly or indirectly, the right to acquire; and



 


		(vi)	"Sale" means the sale of all or substantially all of the assets of the Company
as an entirety or substantially as an entirety to any person or entity (other than a wholly-owned subsidiary of the Company) under
circumstances such that, following the completion of such sale, the Company will cease to carry on an active business, either directly
or indirectly through one or more subsidiaries.



 


If:


 


		(1)	the Company shall enter into an agreement providing for a Sale or an Arrangement; or



 


		(2)	a Take-over Bid shall be made,



 


the Board may, at any time thereafter,
authorize the Company to give a notice in writing to each Optionee advising such Optionee that, notwithstanding any other provision
of the Plan, all options granted to such Optionee under the Plan will expire on the date determined by the Board as specified in
such notice (provided that the date determined by the Board as specified in such notice shall not increase the term of any option
granted under the Plan), which date shall in no event be the earlier of:


 






     


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		(A)	60 days following the date of such notice; and



 


		(B)	in the case of the Company having entered into an agreement providing for a Sale or an Arrangement,
one business day prior to the date on which the Sale or Arrangement provided for in such agreement is completed, or, in the case
of a Take-over Bid having been made, one business day prior to the date on which there shall have been taken up by the offeror
thereunder at least 90% of the total number of the issued and outstanding shares of each class of shares in the capital of the
Company in respect of which such Take-over Bid is being made and, for this purpose, all shares of each class of shares in the capital
of the Company in respect of which such Take-over Bid is made which are owned by the offeror at the expiry of such Take-over Bid
shall be deemed to have been taken up pursuant to such Take-over Bid.



 


In the event that such a notice
is given by the Company (the "Company Notice"), each Optionee shall have the right, on such terms and conditions
as may be prescribed in such notice, to elect to exercise up to the time that such Optionee's option expires, after giving effect
to such notice, all options then held by such Optionee under the Plan in respect of up to all of the Common Shares which could
have been purchased by such Optionee on a full exercise of all such options. Notwithstanding the foregoing:


 


		(1)	if such Optionee so elects to exercise such Optionee's
option;



 


		(2)	if such Optionee has not elected to exercise such Optionee's option and subscribe for Common Shares
in accordance with this subsection; or



 


		(3)	if such Optionee has exercised such Optionee's option but, following such exercise, such Optionee
has not paid for the Common Shares which such Optionee has elected to subscribe for;



 


the Company shall have the right
(which right may be exercised by the Company in its sole discretion) to pay to such Optionee on the payment date set out in the
Company Notice cash in an amount equal to the result obtained by multiplying the amount, if any, by which the market price per
Common Share on the date of completion of the Sale, Arrangement or Take-over Bid, as the case may be, exceeds the option price,
by the number of Common Shares then remaining unsubscribed for under all options then held by such Optionee under the Plan which
could have been purchased by such Optionee on a full exercise of all such options (and, if such payment is made, any exercise made
by such Optionee of his or her options shall be deemed to have been not made and be null and void); and, if a Sale, Arrangement
or Take-over Bid is completed, the market price for the purposes of calculating the amount of such cash payment to be made by the
Company shall be the same as the value of the consideration paid per Common Share under the Sale, Arrangement or Take-over Bid,
as applicable.


 


In the event that the Board in
good faith determines that the Sale, Arrangement or Take-over Bid, as the case may be, will not be completed, the election of the
Optionee given hereunder shall be terminated and, in such event, any cash paid by the Optionee to the Company will be returned
to the Optionee and the option shall thereafter continue to be exercisable by the Optionee in accordance with its terms.


 






     


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		(j)	Non-Assignability of Option - Each option granted under the Plan shall be non-assignable
by the Optionee.



 


		(k)	Exercise of Option - Subject to the provisions of the Plan, an option granted under
the Plan shall be exercised from time to time by the Optionee, or in the event of death, by his legal representatives, by giving
notice in writing addressed to the Company at its registered and principal office in the City of Toronto, to the attention of the
Secretary of the Company, specifying the number of Common Shares forming the subject matter of such option in respect of which
such notice is being given, together with payment in full of the purchase price of the Common Shares being purchased. Notwithstanding
any other provision of the Plan or in any option granted to an Optionee, the Company's obligation to issue Common Shares to an
Optionee pursuant to the exercise of an option shall be subject to: (i) completion of such registration or other qualification
of such Common Shares or obtaining approval of such regulatory authorities as the Company shall determine to be necessary or advisable
in connection with the authorization, issuance or sale thereof; and (iii) the receipt from the Optionee of such representations,
warranties, agreements and undertakings, including as to future dealings in such Common Shares, as the Company determines to be
necessary or advisable in order to ensure compliance with applicable securities laws and stock exchange and other regulatory body
rules and requirements.



 


		(l)	Accelerated Vesting for Non-Employee
                                         Directors in Certain Circumstances - Notwithstanding any vesting condition(s)
                                         determined by the Board pursuant to subsection 7(d), the vesting of the options held
                                         by an Optionee who is a non-employee director of the Company shall be automatically accelerated,
                                         such that they become immediately fully vested and exercisable, in the event that such
                                         Optionee does not stand for re-election, resigns as or fails to be re-elected as a director
                                         of the Company, in each case, in circumstances where there is no wilful and substantial
                                         breach of such Optionee's fiduciary duties or other legal obligations to the Company,
                                         as determined by the Board.



 


		8.	ADJUSTMENTS IN EVENT OF CHANGE IN STRUCTURE OF CAPITAL



 


Appropriate adjustments in the number of
Common Shares and in the option price per Common Share, relating to options granted or to be granted, shall be made by the Board
in its sole discretion to give effect to adjustments in the number of Common Shares resulting, subsequent to the date that the
Plan became effective, from any subdivisions, consolidations or reclassifications of the Common Shares, the payment of stock dividends
by the Company or other relevant changes in the capital structure of the Company. Any such adjustments shall be subject to the
approval thereof, to the extent required, by such stock exchanges on which the Common Shares are then listed for trading.


 


		9.	AMENDMENT OR DISCONTINUANCE OF PLAN



 


		(a)	Subject to regulatory approval, the approval of any stock exchange on which the Common Shares are
then listed for trading and the limitations set out in subsections 9(b) and 9(c) hereof, the Board may, by resolution, amend, vary
or discontinue the Plan, or any agreement or entitlement subject to the Plan, at any time without notice to or approval of the
shareholders of the Company, including, without limitation, for the purpose of:



 


		(i)	changing the class of persons who will be eligible to be granted options pursuant to the Plan (other
than as provided for in subsection 9(b) hereof);



 






     


    	 	-9-	 



    

 


		(ii)	ensuring continuing compliance with applicable laws and regulations and the requirements or policies
of any governmental or regulatory authority, securities commission or stock exchange having authority over the Company or the Plan;



 


		(iii)	changes of a "housekeeping", clerical, technical or stylistic nature, including, without
limitation, eliminating any ambiguity, error or defect, supplying any omission or correcting or supplementing any provision contained
in the Plan or in any agreement subject to the Plan which may be incorrect or incompatible with any other provision of the Plan
or such agreement;



 


		(iv)	changing the method of determining the option price for options granted pursuant to the Plan, provided
that the option price shall not in any case be lower than the "market price" of a Common Share, as that term (or any
successor term) is interpreted and applied by the Toronto Stock Exchange;



 


		(v)	changing the following terms governing options under the Plan: (A) vesting terms (including the
acceleration of vesting); (B) exercise and payment method and frequency; (C) transferability or assignability, other than as provided
for in subsection 9(b) hereof; (D) to fairly or properly take into account a Sale, Arrangement or Take-over Bid; (E) adjustments
required in the circumstances of one of the events referred to in Section 8 hereof; and (F) the effect of termination (for whatever
reason) of the Optionee's employment or service;



 


		(vi)	determining that any of the provisions of the Plan or any agreement subject to the Plan concerning
the effect of termination (for whatever reason) of the Optionee's employment, service or consulting agreement/arrangement or cessation
of the Optionee's directorship or office, shall not apply for any reason acceptable to the Board;



 


		(vii)	changing the terms and conditions of any financial assistance which may be provided by the Company
to the Optionees to facilitate the purchase of Common Shares, or adding or removing any provisions providing for such financial
assistance;



 


		(viii)	adding or amending a cashless exercise feature, payable in cash or securities, provided same includes
a full deduction of the number of underlying Common Shares from the Plan reserved under Section 4 hereof;



 


		(ix)	providing for the granting of non-equity based kinds of awards under the Plan, including, without
limitation, stock-appreciation rights;



 


		(x)	adding or amending provisions necessary for options under the Plan to qualify for favourable tax
treatment to Optionees and/or the Company under applicable tax laws;



 


		(xi)	changing any terms relating to the administration of the Plan; and



 


		(xii)	any other amendment, whether fundamental or otherwise, not requiring shareholder approval under
applicable law (including, without limitation, the rules and policies of the Toronto Stock Exchange and of any other stock exchange
or market having authority over the Company or the Plan).



 






     


    	 	-10-	 



    

 


		(b)	Subject to regulatory approval, the approval of any stock exchange on which the Common Shares are
then listed for trading and the limitations set out in subsection 9(c) hereof, the Board may, by resolution, amend, vary or discontinue
the Plan, or any agreement or entitlement subject to the Plan, at any time for the following purposes, provided that any such amendment,
variance or discontinuance will not become effective unless and until approved by a majority of the votes cast by shareholders
of the Company, in person or by proxy, at a meeting of shareholders:



 


		(i)	any increase in the maximum number of Common Shares issuable under the Plan as provided for in
Section 4 hereof or any change from a fixed maximum percentage of Common Shares issuable under the Plan to a fixed maximum number;



 


		(ii)	any reduction in the option price of an outstanding option except for the purpose of maintaining
option value in connection with an adjustment provided for under Section 8 hereof (for this purpose, the cancellation or termination
of an option of an Optionee prior to expiry of the option term for the purpose of reissuing an option to the same Optionee with
a lower exercise price shall be treated as an amendment to reduce the option price of an option);



 


		(iii)	any extension of the option term (which, for greater certainty, shall not include the circumstances
provided for in subsection 7(e) hereof in respect of a Blackout Period) or any amendment to permit the grant of an option with
an expiry date of more than 10 years from the date the option is granted;



 


		(iv)	permitting any option granted under the Plan (or any other kind of award which may hereafter form
part of the Plan) to be transferable or assignable other than for estate planning or normal estate settlement purposes;



 


		(v)	providing for the granting of equity based kinds of awards under the Plan; and



 


		(vi)	any other amendment requiring shareholder approval under applicable law (including, without limitation,
under the rules and policies of the Toronto Stock Exchange and of any other stock exchange or market having authority over the
Company or the Plan);



 


provided further that, in the
case of any amendment or variance referred to above, Insiders who directly benefit from such amendment or variance will not have
the votes attaching to the Common Shares or other securities of the Company held, directly or indirectly, by them counted in respect
of the required approval of the shareholders of the Company.


 


		(c)	Notwithstanding anything herein to the contrary, no amendment, variance or discontinuance of the
Plan, or any agreement or entitlement subject to the Plan, may be made, without the prior written consent of the Optionee, if the
Board determines that the effect thereof is to impair, derogate from or otherwise materially and adversely affect any option previously
granted to such Optionee under the Plan. Subject to the provisions of this Section 9, the Plan shall remain in effect until all
grants of options under the Plan have been terminated pursuant to the provisions of the Plan or satisfied by the issuance of Common
Shares, the payment of cash or otherwise.



 






     


    	 	-11-	 



    

 


		10.	MISCELLANEOUS



 


Nothing contained in the Plan nor in any
option granted thereunder shall be deemed to give any Optionee any interest or title in or to any shares of the Company or any
rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth
in the Plan and pursuant to the exercise of any option.


 


The Plan does not give any Optionee or
any employee of the Company or any of its subsidiaries the right, or obligation, to or to continue to serve as a director, officer
or full-time employee, as the case may be, of the Company or any of its subsidiaries. The awarding of options to any Eligible Participant
is a matter to be determined solely in the discretion of the Board. The Plan shall not in any way fetter, limit, obligate, restrict
or constrain the Board with regard to the allotment or issue of any shares or any other securities in the capital of the Company
or any of its subsidiaries other than as specifically provided for in the Plan.


 


No fractional Common Shares shall be issued
upon the exercise of options granted under the Plan and, accordingly, if an Optionee would otherwise become entitled to a fractional
Common Share upon the exercise of an option, such Optionee shall only have the right to purchase the next lowest whole number of
Common Shares and no payment or other adjustment shall be made with respect to the fractional interest so disregarded.


 


		11.	BINDING EFFECT



 


The Company and every Optionee shall be
bound by the terms and conditions of the Plan.


 


		12.	COMPLIANCE WITH APPLICABLE LAW



 


If any provision of the Plan or any agreement
entered into pursuant to the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock
exchange having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required
to bring such provision into compliance therewith.


 


		13.	WITHHOLDING TAX REQUIREMENTS



 


Upon
exercise of an option, the Optionee shall, upon notification of the amount due and prior to or concurrently with the delivery of
the certificates representing the Common Shares, pay to the Company amounts necessary to satisfy applicable withholding tax requirements
or shall otherwise make arrangements satisfactory to the Company for such requirements. In order to implement this provision, the
Company or any related corporation shall have the right to retain and withhold from any payment of cash or Common Shares under
this Plan the amount of taxes required to be withheld or otherwise deducted and paid with respect to such payment. At its discretion,
the Company may require an Optionee receiving Common Shares to reimburse the Company for any such taxes required to be withheld
by the Company and withhold any distribution to the Optionee in whole or in part until the Company is so reimbursed. In lieu thereof,
the Company shall have the right to withhold from any cash amount due or to become due from the Company to the Optionee an amount
equal to such taxes. The Company may also retain and withhold or the Optionee may elect, subject to approval by the Company at
its sole discretion, to have the Company retain and withhold a number of Common Shares having a market value not less than the
amount of such taxes required to be withheld by the Company to reimburse the Company for any such taxes and cancel (in whole or
in part) any such Common Shares so withheld.