Exhibit 10.2


 


SCHEDULE “A”

Stock Option Plan


 


ARTICLE 1 – DEFINITIONS AND INTERPRETATION


 


		1.1	DEFINED TERMS



 


For the purposes of this Plan, the following terms
shall have the following meanings:


 


		(a)	“Affiliate” has the meaning ascribed thereto by the Exchange;



 


		(b)	“Board” means the Board of Directors of the Corporation or, as applicable, a committee
consisting of not less than three (3) Directors of the Corporation duly appointed to administer this Plan;



 


		(c)	“Common Shares” means the common shares of the Corporation;



 


		(d)	“Company” unless specifically indicated otherwise, means a corporation, incorporated
association or organization, body corporate, partnership, trust, association or other entity other than an individual;



 


		(e)	“Consultant” means, in relation to an Corporation, an individual (other than an Employee
or a Director of the Corporation) or Company that:



 


		(i)	is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services
to the Corporation or to an Affiliate of the Corporation, other than services provided in relation to a distribution;



 


		(ii)	provides the services under a written contract between the Corporation or the Affiliate and the individual
or the Company, as the case may be;



 


		(iii)	in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention
on the affairs and business of the Corporation or an Affiliate of the Corporation; and



 


		(iv)	has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual
to be knowledgeable about the business and affairs of the Corporation,



 


and includes a Company of which a Consultant
is an employee or shareholder and a partnership of which a Consultant is an employee or partner;


 


		(f)	“Corporation” means Clearmind Medicine Inc. and its successor entities;



 


		(g)	“Director” means a director of the Corporation or of an Affiliate;



 


		(h)	“Disinterested Shareholder Approval” means the passing of an ordinary resolution by
the holders of Common Shares excluding the Common Shares held by, to the Corporation’s knowledge at the time the information is
provided, the Corporation, a Participant or an Eligible Person;



 


		(i)	“Eligible Person” means a Director, Officer, Employee or Consultant, and includes an
issuer all the voting securities of which are owned by Eligible Persons;



 


		(j)	“Employee” means an individual who:



 


		(i)	is considered an employee of the Issuer or its subsidiary under the Income Tax Act (Canada) (and for whom
income tax, employment insurance and CPP deductions must be made at source);



 


		(ii)	works full-time for an Issuer or its subsidiary providing services normally provided by an employee and
who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but
for whom income tax deductions are not made at source; or



 






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		(iii)	works for an Issuer or its subsidiary on a continuing and regular basis for a minimum amount of time per
week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject
to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income
tax deductions are not made at source;



 


		(k)	“Exchange” means the Canadian Securities Exchange and any successor entity;



 


		(l)	“Expiry Date” means the last day of the term for an Option, as set by the Board at
the time of grant in accordance with Section 5.2 and, if applicable, as amended from time to time;



 


		(m)	“Insider” means in respect of the Corporation: (a) a Director or senior officer of
the Corporation, (b) a Director or senior officer of a Company that is an Insider or subsidiary of the Corporation; (c) a Person that
beneficially owns or controls, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding
Common Shares of the Corporation, or (d) the Corporation itself if it holds any of its own securities;



 


		(n)	“Investor Relations Activities” means any activities, by or on behalf of an Corporation
or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation,
but does not include:



 


		(i)	the dissemination of information provided, or records prepared, in the ordinary course of business of
the Corporation:



 


		(A)	to promote the sale of products or services of the Corporation; or



 


		(B)	to raise public awareness of the Corporation, that cannot reasonably be considered to promote the purchase
or sale of securities of the Corporation;



 


		(ii)	activities or communications necessary to comply with the requirements of:



 


		(A)	applicable securities laws;



 


		(B)	Exchange requirements or the by-laws, rules or other regulatory instruments of any other self regulatory
body or exchange having jurisdiction over the Corporation;



 


		(iii)	communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication,
that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:



 


		(A)	the communication is only through the newspaper, magazine or publication; and



 


		(B)	the publisher or writer receives no commission or other consideration other than for acting in the capacity
of publisher or writer; or



 


		(iv)	activities or communications that may be otherwise specified by the Exchange;



 


		(o)	“Management Company Employee” means an individual who is employed by a person providing
management services to the Corporation or an Affiliate which are required for the ongoing successful operation of the business enterprise
of the Corporation or the Affiliate, but excluding a person providing Investor Relations Activities;



 


		(p)	“Officer” means an officer of the Corporation or of an Affiliate, and includes a Management
Company Employee;



 


		(q)	“Option” means an option to purchase Common Shares pursuant to this Plan;



 


		(r)	“Option Agreement” means an agreement, in the form attached hereto as Schedule “A”,
whereby the Corporation grants to an Eligible Persons an Option.



 


		(s)	“Other Share Compensation Arrangement” means, other than this Plan and any Options,
any stock option plan, stock options, employee stock purchase plan or other compensation or incentive mechanism involving the issuance
or potential issuance of Common Shares, including but not limited to a purchase of Common Shares from treasury which is financially assisted
by the Corporation by way of loan, guarantee or otherwise;



 






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		(t)	“Participant” means an Eligible Person who has been granted an Option; and



 


		(u)	“Plan” means this Stock Option Plan.



 


		1.2	INTERPRETATION



 


		(v)	References to the outstanding Common Shares at any point in time shall be computed on a non-diluted basis.



 


ARTICLE 2 – ESTABLISHMENT OF PLAN


 


		2.1	PURPOSE



 


The purpose of this Plan is to advance
the interests of the Corporation, through the grant of Options, by:


 


		(a)	providing an incentive mechanism to foster the interest of Eligible Persons in the success of the Corporation
and its Affiliates;



 


		(b)	encouraging Eligible Persons to remain with the Corporation or its Affiliates; and



 


		(c)	attracting new Directors, Officers, Employees and Consultant.



 


		2.2	SHARES RESERVED



 


		(d)	The aggregate number of Common Shares that may be reserved for issuance pursuant to Options shall not
exceed 5,905,000. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares
reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan.



 


		(e)	If there is a change in the outstanding Common Shares by reason of any share consolidation or split, reclassification
or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event
affecting, exchange of or corporate change or transaction affecting the Common Shares, the Board shall make, as it shall deem advisable
and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in:



 


		(i)	the number and kind of shares or other securities or property reserved or to be allotted for issuance
pursuant to this Plan;



 


		(ii)	the number and kind of shares or other securities or property reserved or to be allotted for issuance
pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and



 


		(iii)	the vesting of any Options (subject to the approval of the Exchange if such vesting is mandatory under
the policies of the Exchange), including the accelerated vesting thereof on conditions the Board deems advisable,



 


and if the Corporation undertakes an
arrangement or is amalgamated, merged or combined with another corporation, the Board shall make such provision for the protection of
the rights of Participants as it shall deem advisable.


 


		(f)	No fractional Common Shares shall be reserved for issuance under this Plan and the Board may determine
the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated.



 


		(g)	The Corporation shall, at all times while this Plan is in effect, reserve and keep available such number
of Common Shares as will be sufficient to satisfy the requirements of this Plan.



 






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		2.3	NON-EXCLUSIVITY



 


Nothing contained herein shall prevent the Board
from adopting such other incentive or compensation arrangements as it shall deem advisable.


 


		2.4	EFFECTIVE DATE



 


This Plan shall be subject to the approval of
any regulatory authority whose approval is required, if any. Any Options granted under this Plan prior to such approvals being given,
if required, shall be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals
are given. If no such approvals are required then this Plan is effective on the date it is approved by the Board.


 


ARTICLE 3 – ADMINISTRATION OF PLAN


 


		3.1	ADMINISTRATION



 


		(a)	This Plan shall be administered by the Board. Subject to the provisions of this Plan, the Board shall
have the authority:



 


		(i)	to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine
any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature
and duration of the restrictions, if any, to be imposed upon the acquisition, sale or other disposition of Common Shares acquired upon
exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Participant’s rights in
respect of an Option or Common Shares acquired upon exercise of an Option may be forfeited;



 


		(ii)	to interpret the terms of this Plan, to make all such determinations and take all such other actions in
connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines
and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for
the purpose of ensuring compliance with Section 3.3 hereof.



 


		(b)	The Board’s interpretations, determinations, guidelines, rules and regulations shall be conclusive
and binding upon the Corporation, Eligible Persons, Participants and all other persons.



 


		3.2	AMENDMENT, SUSPENSION AND TERMINATION



 


The Board may amend, subject to the approval of
any regulatory authority whose approval is required, suspend or terminate this Plan or any portion thereof. No such amendment, suspension
or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If this
Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this
Plan shall continue in effect for the duration of such time as any Option remains outstanding.


 


		3.3	COMPLIANCE WITH LEGISLATION



 


		(a)	This Plan, the grant and exercise of Options hereunder and the Corporation’s obligation to sell,
issue and deliver any Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws,
policies, rules and regulations, to the policies, rules and regulations of any stock exchanges or other markets on which the Common Shares
are listed or quoted for trading and to such approvals by any governmental or regulatory agency as may, in the opinion of counsel to the
Corporation, be required. The Corporation shall not be obligated by the existence of this Plan or any provision of this Plan or the grant
or exercise of Options hereunder to sell, issue or deliver Common Shares upon exercise of Options in violation of such laws, policies,
rules and regulations or any condition or requirement of such approvals.



 


		(b)	No Option shall be granted and no Common Shares sold, issued or delivered hereunder where such grant,
sale, issue or delivery would require registration or other qualification of this Plan or of the Common Shares under the securities laws
of any foreign jurisdiction, and any purported grant of any Option or any sale, issue and delivery of Common Shares hereunder in violation
of this provision shall be void. In addition, the Corporation shall have no obligation to sell, issue or deliver any Common Shares hereunder
unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common
Shares are listed for trading.



 






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		(c)	Common Shares sold, issued and delivered to Participants pursuant to the exercise of Options shall be
subject to restrictions on resale and transfer under applicable securities laws and the requirements of any stock exchanges or other markets
on which the Common Shares are listed or quoted for trading, and any certificates representing such Common Shares shall bear, as required,
a restrictive legend in respect thereof.



 


ARTICLE 4 – OPTION GRANTS


 


		4.1	ELIGIBILITY AND MULTIPLE GRANTS



 


Options shall only be granted to Eligible Persons.
An Eligible Person may receive Options on more than one occasion and may receive separate Options, with differing terms, on any one or
more occasions.


 


		4.2	OPTION AGREEMENT



 


Every Option shall be evidenced by an Option Agreement
executed by the Corporation and the Participant, which shall, if the Participant is an Employee, Consultant or Management Company Employee,
contain a representation and warranty by the Corporation and such Participant that such Participant is a bona fide Employee, Consultant
or Management Company Employee, as the case may be, of the Corporation or an Affiliate. In the event of any discrepancy between this Plan
and an Option Agreement, the provisions of this Plan shall govern.


 


		4.3	LIMITATION ON GRANTS AND EXERCISES



 


		(a)	Compliance with Securities Laws. All grants of Options under this Plan will comply with Section
2.25 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) as if the Corporation were an
“unlisted reporting issuer”.



 


		(b)	To any one person. The number of Common Shares reserved for issuance to any one person in any 12
month period under this Plan and any Other Share Compensation Arrangement shall not exceed 5% of the outstanding Common Shares at the
time of the grant, unless the Corporation has obtained Disinterested Shareholder Approval to exceed such limit as required by Section
2.25(3) of NI 45-106.



 


		(c)	To Consultants. The number of Common Shares reserved for issuance to any one Consultant in any
12 month period under this Plan and any Other Share Compensation Arrangement shall not exceed 2% of the outstanding Common Shares at the
time of the grant.



 


		(d)	To persons conducting Investor Relations Activities. The aggregate number of Common Shares reserved
for issuance to all Eligible Persons conducting Investor Relations Activities in any 12 month period under this Plan and any Other Share
Compensation Arrangement shall not exceed 2% of the outstanding Common Shares at the time of the grant.



 


		(e)	To Insiders. Unless the Corporation has received Disinterested Shareholder Approval to do so:



 


		(i)	the aggregate number of Common Shares reserved for issuance to Insiders under this Plan and any Other
Share Compensation Arrangement shall not exceed 10% of the outstanding Common Shares at the time of the grant;



 


		(ii)	the aggregate number of Common Shares reserved for issuance to Insiders in any



 


12 month period under this Plan and
any Other Share Compensation Arrangement shall not exceed 10% of the outstanding Common Shares at the time of the grant.


 


		(f)	Exercises. Unless the Corporation has received Disinterested Shareholder Approval to do so, the
number of Common Shares issued to any Eligible Person within a 12 month period pursuant to the exercise of Options granted under this
Plan and any Other Share Compensation Arrangement shall not exceed 5% of the outstanding Common Shares at the time of the exercise.



 






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ARTICLE 5 – OPTION TERMS


 


		5.1	EXERCISE PRICE



 


		(a)	The Corporation must not grant Options with an exercise price lower than the greater of the closing market
prices of the underlying securities on: (a) the trading day prior to the date of grant of the Options; and (b) the date of grant of the
Options.



 


		(b)	If an Option is granted by the Corporation after its initial listing or after it has been recalled for
trading following a suspension or halt, the Corporation must wait until a satisfactory market has been established before setting the
exercise price for and granting the option, being at least ten trading days since the date of listing or the day on which trading in the
Company’s securities resumes, as the case may be.



 


		(c)	If Options are granted within ninety days of a distribution by the Corporation by prospectus, then the
exercise price per Common Share for such Option shall not be less than the greater of the minimum exercise price calculated pursuant to
subsection (a) herein and the price per Common Share paid by the public investors for Common Shares acquired pursuant to such distribution.
Such ninety day period shall begin:



 


		(i)	on the date the final receipt is issued for the final prospectus in respect of such distribution;



 


		(ii)	in the case of an IPO, on the date of listing; and



 


		(iii)	in the case of a prospectus that qualifies special warrants, on the closing date of the private placement
in respect of such special warrants.



 


		5.2	EXPIRY DATE



 


		(a)	Every Option shall have a term not exceeding and shall therefore expire no later than 10 years after the
date of grant, subject to extension where the Expiry Date falls within a blackout period as detailed in Section 5.2(b) below.



 


		(b)	The Expiry Date of an Option shall automatic extend if such Expiry Date falls within a period (a “blackout
period”) during which an the Corporation prohibits Optionees from exercising their Options to the extent that:



 


		(i)	the blackout period is formally imposed by the Corporation pursuant to its internal trading policies as
a result of the bona fide existence of undisclosed Material Information. For greater certainty, in the absence of the Corporation formally
imposing a blackout period, the Expiry Date of any Options will not be automatically extended in any circumstances;



 


		(ii)	the blackout period must expire upon the general disclosure of the undisclosed Material Information. The
Expiry Date of the affected Options can be extended to no later than ten (10) business days after the expiry of the blackout period; and



 


		(iii)	the automatic extension of an Optionee’s Options will not be permitted where the Optionee or the
Corporation is subject to a cease trade order (or similar order under securities laws) in respect of the Corporation’s securities.



 


		5.3	VESTING



 


		(a)	Subject to the subsection (b) herein and otherwise in compliance with the policies of the Exchange, the
Board shall determine the manner in which an Option shall vest and become exercisable.



 


		(b)	Options granted to Eligible Persons performing Investor Relations Activities shall vest over a minimum
of 12 months with no more than 1/4 of such Options vesting in any 3 month period.



 


		5.4	NON-ASSIGNABILITY



 


Options may not be assigned or transferred.


 


		5.5	CEASING TO BE ELIGIBLE PERSON



 


		(a)	If a Participant who is an Officer, Employee or Consultant is terminated for cause, each Option held by
such Participant shall terminate and shall therefore cease to be exercisable upon such termination for cause.



 






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		(b)	If a Participant dies prior to otherwise ceasing to be an Eligible Person, each Option held by such Participant
shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is six months
after the date of the Participant’s death, always provided that the Board may, in its discretion, extend the date of such termination
and the resulting period in which such Option remains exercisable to a date not exceeding the earlier of the Expiry Date and the date
which is twelve months after the date of the Participant’s death.



 


		(c)	If a Participant ceases to be an Eligible Person other than in the circumstances set out in subsection
(a) or (b) herein, each Option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the
earlier of the Expiry Date and the date which is 30 days after such event, always provided that the Board may, in its discretion, extend
the date of such termination and the resulting period in which such Option remains exercisable to a date not exceeding the earlier of
the Expiry Date and the date which is twelve months after such event, and further provided that the Board may, in its discretion, on a
case-by-case basis and only with the approval of the Exchange, further extend the date of such termination and the resulting period in
which such Option remains exercisable to a date exceeding the date which is after twelve months of such event.



 


		(d)	For greater certainty, if a Participant dies, each Option held by such Participant shall be exercisable
by the legal representative of such Participant until such Option terminates and therefore ceases to be exercisable pursuant to the terms
of Section 5.5(b).



 


		(e)	If any portion of an Option is not vested at the time a Participant ceases, for any reason whatsoever,
to be an Eligible Person, such unvested portion of the Option may not be thereafter exercised by the Participant or its legal representative,
as the case may be, always provided that the Board may, in its discretion further and subject to the approval of the Exchange where the
vesting of the said Participant’s options was a requirement of the Exchange’s policies, thereafter permit the Participant
or its legal representative, as the case may be, to exercise all or any part of such unvested portion of the Option that would have vested
prior to the time such Option otherwise terminates and therefore ceases to be exercisable pursuant to the terms of this Section. For greater
certainty, and without limitation, this provision will apply regardless of whether the Participant ceased to be an Eligible Person voluntarily
or involuntarily, was dismissed with or without cause, and regardless of whether the Participant received compensation in respect of dismissal
or was entitled to a notice of termination for a period which would otherwise have permitted a greater portion of an Option to vest.



 


ARTICLE 6 – EXERCISE PROCEDURE


 


		6.1	EXERCISE PROCEDURE



 


An Option may be exercised from time to time,
and shall be deemed to be validly exercised by the Participant only upon the Participant’s delivery to the Corporation at its registered
office:


 


		(a)	a written notice of exercise, in the form hereto attached as Schedule “B”, addressed to the
Corporate Secretary of the Corporation, specifying the number of Common Shares with respect to which the Option is being exercised;



 


		(b)	the originally signed Option Agreement with respect to the Option being exercised;



 


		(c)	a certified cheque or bank draft made payable to the Corporation for the aggregate exercise price for
the number of Common Shares with respect to which the Option is being exercised;



 


		(d)	documents containing such representations, warranties, agreements and undertakings, including such as
to the Participant’s future dealings in such Common Shares, as counsel to the Corporation reasonably determines to be necessary
or advisable in order to comply with or safeguard against the violation of the laws of any jurisdiction; and



 


		(e)	if the Participant is performing Investor Relations Activities
for the Corporation, the Optionee must either: (i) deposit the Common Shares on exercise of an Option to a designated brokerage account
as directed by the Board through which the Optionee conducts all trades in the Common Shares of the Corporation; or (ii) file insider
trade reports with the Board when each trade is made with Common Shares in respect of exercised Options, and on the business day following,
the Participant shall be deemed to be a holder of record of the Common Shares with respect to which the Option is being exercised, and
thereafter the Corporation shall, within a reasonable amount of time, cause certificates for such Common Shares to be issued and delivered
to the Participant.





 






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ARTICLE 7 – AMENDMENT OF OPTIONS


 


		1.1	CONSENT TO AMEND



 


The Board may amend any Option with the consent
of the affected Participant and the Exchange, including any shareholder approval required by the Exchange. For greater certainty, Disinterested
Shareholder Approval is required for any reduction in the exercise price of an Option if the Participant is an Insider at the time of
the proposed amendment.


 


		1.2	AMENDMENT SUBJECT TO APPROVAL



 


If the amendment of an Option requires regulatory
or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised
unless and until such approvals are given.


 


ARTICLE 8 – MISCELLANEOUS


 


		8.1	NO RIGHTS AS SHAREHOLDER



 


Nothing in this Plan or any Option shall confer
upon a Participant any rights as a shareholder of the Corporation with respect to any of the Common Shares underlying an Option unless
and until such Participant shall have become the holder of such Common Shares upon exercise of such Option in accordance with the terms
of the Plan.


 


		8.2	NO RIGHT TO EMPLOYMENT



 


Nothing in this Plan or any Option shall confer
upon a Participant any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation
or any Affiliate to terminate the Participant’s employment, with or without cause, at any time; nor shall anything in the Plan or
any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate
to extend the employment of any Participant beyond the time which the Participant would normally be retired pursuant to the provisions
of any present or future retirement plan of the Corporation or any Affiliate, or beyond the time at which he would otherwise be retired
pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.


 


		8.3	GOVERNING LAW



 


This Plan, all Option Agreements, the grant and
exercise of Options hereunder, and the sale, issue and delivery of Common Shares hereunder upon exercise of Options shall be, as applicable,
governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
The Courts of the Province of British Columbia shall have the exclusive jurisdiction to hear and decide any disputes or other matters
arising herefrom.


 


		8.4	SUB PLAN FOR PARTICIPANTS SUBJECT TO ISRAELI TAXATION



 


Any Participants who are resident in Israel shall
be subject to the Sub Plan attached hereto as Appendix "A" (the “102 Plan”). For greater certainty any issuances
to Participants subject to the 102 Plan shall only be issuable provided they do not contradict the regulations of the Exchange.


 


		8.5	APPROVAL



 


Approved by the Board of the Corporation on August
4, 2021.


 


 


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