Exhibit 4.1


 


IMV INC.

AMENDED 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). Only cash compensation that would otherwise be paid to Participants
is eligible to be paid out in Deferred Share Units on a value-for-value exchange, and the Plan prohibits discretionary grants.


 


		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 8 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) initial grants as contemplated by Section 2.6,
on the date of appointment of a new Director;



 


		(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 IMV 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” has the meaning set forth in Section 2.5(a);



 


		(o)	“Plan” means this plan entitled “IMV Inc. Amended 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.


 


		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)	Any Director of the Corporation who is not an employee or officer of the Corporation or of its subsidiaries
is eligible to be credited with Deferred Share Units under the Plan (each, a “Participant”).



 


		(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.



 


		(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	Initial Grants



 


At the time of their appointment and subject to
meeting the conditions of participating in the Plan set out under Section 2.5, each Director shall receive Deferred Share Units corresponding
to 100% of the cash value of initial compensation for new Directors then in effect as part of the compensation plan of Directors of the
Corporation.


 


		2.7	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

Confirmation of Award and Statements


 


		4.1	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.


 


		4.2	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 5

VESTING


 


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


 


Article 6

ADJUSTMENTS


 


		6.1	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 7

REDEMPTION


 


		7.1	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.


 


		7.2	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 7.3 or by the deadline provided for under paragraph 7.2(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 7.3 or by the deadline provided for under paragraph 7.2(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.


 


		7.3	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.


 


		7.4	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.


 


		7.5	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.


 


		7.6	No Interest



 


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


 






     


     


    

 


		7.7	Maximum Number of Shares Issuable



 


Subject to adjustment in accordance with Section 6.1,
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 2,000,000 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.


 


		7.8	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 8

Tax Matters


 


		8.1	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.


 


		8.2	Compliance with Income Tax Act



 


Notwithstanding the foregoing and Section 10.1,
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).


 


Article 9

Communication


 


		9.1	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.



 






     


     


    

 


		9.2	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:


 


IMV Inc.


130 Eileen Stubs Avenue, Suite 19


Dartmouth, Nova Scotia B3H 0A8


 


Attention: Corporate Secretary


 


Facsimile: (902) 492-0888


 


Email:bdavison@imv-inc.com


 


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


 


		9.3	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 10

GENERAL


 


		10.1	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;



 


		(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 10.1(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 7.7;



 


		(ii)	to increase the maximum number of Shares issuable pursuant to Section 7.8; and



 


		(iii)	to amend the provisions of this Section 10.1(c).



 


		(d)	In the event of any conflict between Sections 10.1(b) and 10.1(c), the latter shall prevail.



 


		(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 5) 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.



 






     


     


    

 


		10.2	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.



 






     


     


    

 


		10.3	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.


 


		10.4	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.



 


		10.5	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.


 


		10.6	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.


 


		10.7	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.


 


		10.8	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.


 






     


     


    

 


		10.9	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.


 


		10.10	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, AS AMENDED ON JUNE 29, 2020 and JUNE 29, 2022.


 






     


     


    

 


Appendix
 “A”


 


IMV INC.


 


DEFERRED SHARE UNIT PLAN


 


THIS IRREVOCABLE ELECTION FORM MUST BE RETURNED
TO IMV INC. (THE “CORPORATION”) BY EMAIL AT ●@IMV-INC.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:



 


		(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:  ______________________________________________


 






     


     


    

 


APPENDIX “B”


 


IMV 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)).



 






     


     


    

 


		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”.