edsa_ex101





 







Exhibit 10.1


 



 



AMENDMENT NO. 1 TO



EDESA BIOTECH, INC. 2019 EQUITY INCENTIVE COMPENSATION
PLAN



 


This Amendment to the Edesa Biotech, Inc. 2019
Equity Incentive Compensation Plan (this “Amendment”)
is made and entered into effective as of March 1, 2021 (the
“Effective
Date”), by Edesa Biotech,
Inc., a British Columbia corporation (the
“Company”).



 



RECITALS



 


WHEREAS, the Company previously adopted the Edesa
Biotech, Inc. 2019 Equity Incentive Compensation Plan (the
“Plan”);



 


WHEREAS, by written consent of the Company’s Board
of Directors (the “Board”),
dated as of the Effective Date, the Board approved an increase of
the number of shares of the Company’s Common Shares reserved
for issuance under the Plan by 1,497,000, which represents a number
of Common Shares equal to twenty (20) percent of the
Company’s issued and outstanding Common Shares less
the number of Common Shares remaining available for delivery
under the Plan as of the Effective Date (the
“Plan
Reserve Increase”);



 


WHEREAS, pursuant to Section 9(f) of the Plan, the Board
may amend, alter, suspend, discontinue or terminate the Plan,
subject to obtaining the consent of the Company’s
shareholders not later than the annual meeting next following such
Board action if such shareholder approval is
required;



 


WHEREAS, the Company obtained the requisite approval of
its shareholders at its 2021 Annual General
Meeting;



 


WHEREAS, to record the adoption of the Plan Reserve
Increase by the Board, the Company has caused its authorized
officer to execute this Amendment to effectuate the Plan Reserve
Increase.



 



AGREEMENT



 


NOW
THEREFORE, the Company hereby
agrees as follows:



 



1. Section 4(a) of the Plan is hereby amended and restated to read
as follows:



 



“Limitation on Overall Number of Shares Available for
Delivery Under Plan. Subject to
adjustment as provided in Section 9(c) hereof, the total number of
Shares reserved and available for delivery under the Plan after the
Amendment Date (as defined below) shall be the sum of (i) 1,497,000
plus (ii) the number of Shares remaining available for delivery
under the Plan as of the Amendment Date. Any Shares that are
subject to Awards of Options shall be counted against this limit as
one (1) Share for every one (1) Share granted. Any Shares that are
subject to Awards other than Options shall be counted against this
limit as one and one-half (1.5) Shares for every one (1) Share
granted. Any Shares delivered under the Plan may consist, in whole
or in part, of authorized and unissued shares. For purposes hereof,
“Amendment Date” shall mean March 1,
2021.



 



2. Except as expressly modified by this Amendment, the Plan remains
in full force and effect pursuant to its terms. All references to
the Plan in other documentation shall be deemed to be a reference
to the Plan as amended by this Amendment.



 



3. This Amendment shall be governed by and construed in accordance
with the laws of British Columbia without giving effect to
principles of conflict of laws.



 



[Signature
Page Follows]



 




 








 






 


IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed effective as of the date first written
above.



 



 



EDESA BIOTECH, INC.



 



 



By: /s/Kathi Niffenegger



Name: Kathi Niffenegger



Title: Chief Financial Officer