Exhibit
10.22





 






BERONI
GROUP LIMITED


 


TERMS
AND CONDITIONS OF DIRECTOR AND EMPLOYEE SHARE OPTIONS PLAN








 






 


The
terms and conditions of the Director and Employee Share Options (“Options”) Plan are as follows:


 


	(a)	Entitlement



 


Each
Option entitles the holder to subscribe for one Ordinary Share (“Share”) upon exercise of the Option.


 


	(b)	Exercisability
                                            of the Option 



 


The
Option may only be exercised to the extent that such Option shall have become vested and exercisable. The conditions to vesting set forth
in paragraph (c) hereof requires continued employment of the Optionholder by the Company through each applicable vesting date as a condition
to the vesting of the applicable portion of the Option.


 


	(c)	Exercise
                                            Price



 


Subject
to paragraph (i), the amount payable upon exercise of each Option will be equal to that price which is based on the following performances:


 


	Vesting condition	 	Exercise Price	 
	 	 	 	 	 
	Company is listed on Nasdaq Stock Market	 	US$	1.25	 
	 	 	 	 	 
	Company reports a consolidated annual revenue of:	 	 	 	 
	(1) US$2,000,000	 	US$	1.25	 
	(2) US$3,000,000	 	US$	1.75	 
	(3) US$4,000,000	 	US$	2.25	 
	 	 	 	 	 
	One clinical trial advances to the next phase	 	US$	1.50	 



 


The
current market price of the Company’s shares on the NSX is A$1.25 (or US$0.86 as of 30 June 2022).


 


The
amount of total consolidated revenue can be achieved by the Company through an acquisition of a third party, whether structured as a
share or asset transaction.


 


	(d)	Expiry
                                            Date



 


Each
Option will expire at 5:00 pm (AEST) on that date which is three (3) years after the date that they are issued (Expiry Date).
Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. The Expiry Date was extended by one year
to 30 June 2025.


 


	(e)	Exercise
                                            Period



 


Once
vested, that portion of the Option will be exercisable by the Optionholder for a period of ninety (90) days following the date of vesting
(or the “Exercise Period”). If not exercised by the Optionholder during the Exercise Period, any vested portion of
the Option will lapse and no longer be exercisable by the Optionholder.


 




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	(f)	Notice
                                            of Exercise



 


The
Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate
(Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds
transfer or other means of payment acceptable to the Company.


 


	(g)	Exercise
                                            Date



 


A
Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of
the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).


 


	(h)	Timing
                                            of issue of Shares on exercise



 


Within
15 Business Days after the Exercise Date, the Company will:


 


		(i)	issue
                                            the number of Shares required under these terms and conditions in respect of the number of
                                            Options specified in the Notice of Exercise and for which cleared funds have been received
                                            by the Company;
	 	 	 
		(ii)	if
                                            required, give NSX a notice that complies with section 708A(5)(e) of the Corporations Act,
                                            or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared
                                            in accordance with the Corporations Act and do all such things necessary to satisfy section
                                            708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not
                                            require disclosure to investors; and
	 	 	 
		(iii)	apply
                                            for official quotation on the NSX of Shares issued pursuant to the exercise of the Options.



 


If
a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure
to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC
a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations
Act to ensure that an offer for sale of the Shares does not require disclosure to investors.


 


If
admitted to the official list of Nasdaq Stock Market at the time, the Shares purchasable upon the exercise of the Option will constitute
“restricted securities” under the US federal securities laws inasmuch as they will be acquired from the Company in transactions
not involving a public offering and, accordingly, may not, under such laws and applicable regulations, be resold or transferred without
registration under the US Securities Act of 1933, as amended (the “Securities Act”), or an applicable exemption from
such registration.


 


	(i)	Shares
                                            issued on exercise



 


Shares
issued on exercise of the Options rank equally with the then issued shares of the Company.


 


	(j)	Reconstruction
                                            of capital



 


If
at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent
with the Corporations Act and the NSX Listing Rules at the time of the reconstruction.


 




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	(k)	Participation
                                            in new issues



 


There
are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of
capital offered to Shareholders during the currency of the Options without exercising the Options.


 


	(l)	Change
                                            in Exercise Price



 


An
Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option
can be exercised.


 


	(m)	Transferability



 


The
Options are NOT transferable. 


 


	(n)	Cashless
                                            Exercise



 


In
lieu of paying the aggregate Exercise Price under (b), an Optionholder may elect to receive, without payment of cash or other consideration,
upon surrender of the applicable portion of exercisable Options to the Company, a number of Shares determined in accordance with the
following formula (a Cashless Exercise):


 


A
= [B x (C – D)]/ C


 


where:


 


A
= the number of Shares (rounded down to the nearest whole number) to be issued to the Optionholder pursuant to this paragraph (m);


 


B
= the number of Shares otherwise issuable upon the exercise of the Option or portion of the Options being exercised;


 


C
= the Market Value of one Share determined as of the date of delivery to the Company Secretary of the Notice of Exercise; and


 


D
= the Exercise Price.


 


For
the purposes of this paragraph (m), Market Value means, at any given date, the volume weighted average price per Share traded
on the NSX or Nasdaq (whichever is higher) over the five (5) trading days immediately preceding that given date.


 


	(o)	Quotation



 


The
Company does not intend to apply for the quotation of the Options on NSX.


 




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