Exhibit 4.22


 





POET TECHNOLOGIES
INC.


 


2016 STOCK OPTION PLAN (the “Plan”)


 


		1.	Purchase of the Plan



 


The purpose of the Plan is to assist the Corporation
in attracting, retaining and motivating Directors, Employees and Consultants of the Corporation and which terms are hereinafter
collectively referred to as (“Directors, Employees and Consultants”) and any of its subsidiaries and to closely align
the personal interests of such Directors, Employees and Consultants with those of the shareholders by providing them with the
opportunity, through options, to acquire common shares in the capital of the Corporation. Capitalized terms used in this Plan
that are not otherwise defined have the meanings ascribed to them in TSX Venture Exchange Policy 4.4 – Incentive Stock Options
(“Policy 4.4”) or TSX Venture Exchange Policy 1.1 - Interpretation.


 


		2.	Implementation



 


The Plan and the grant and exercise of any options
under the Plan are subject to compliance with the applicable requirements of each stock exchange (“Exchanges”) on
which the shares of the Corporation are listed at the time of the grant of any options under the Plan and of any governmental
authority or regulatory body to which the Corporation is subject.


 


Upon approval by the Shareholders of the Corporation,
the Plan will replace and supersede the previous Plan known as the “2014 Stock Option Plan” which was approved by
Shareholders on August 12th, 2014. Notwithstanding that at some future date, the shares of the Corporation are no longer listed
on the TSX Venture Exchange, the Plan will remain in effect until amended or discontinued in accordance with section 7, provided
that it is in compliance with all applicable corporate and securities laws, rules and regulations.


 


		3.	Administration



 


The Plan shall be administered by the Board of
Directors of the Corporation which shall, without limitation, subject to the approval of the Exchanges, have full and final authority
in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the
Plan. The Board of Directors may delegate any or all of its authority with respect to the administration of the Plan and any or
all of the rights, powers and discretions with respect to the Plan granted to it hereunder to such committee of directors of the
Corporation as the Board of Directors may designate and upon such delegation such committee of directors, as well as the Board
of Directors, shall be entitled to exercise any or all of such authority, rights, powers and discretions with respect to the Plan.
When used hereafter in the Plan, “Board of Directors” shall be deemed to include a committee of directors acting on
behalf of the Board of Directors.


 


		4.	Shares Issuable Under the Plan



 


Subject to the requirements of the TSX Venture Exchange:


 


		(a)	the aggregate
                                         number of shares (“Optioned Shares”) that may be issuable pursuant to options
                                         granted under the Plan will not exceed 44,352,885 shares (being an increase of 8,026,885
                                         since last shareholders’ approval) hereinafter referred to as the “Fixed
                                         Number”;



 


		(b)	this
                                         Plan, in order to be implemented, requires the approval of the majority of the shareholders
                                         of the Corporation;



 


		(c)	unless
                                         this Plan is approved by the majority of the disinterested shareholders of the Corporation
                                         (the “Disinterested Approval”),



 


		(i)	the aggregate
                                         number of shares reserved for issuance under stock options granted to Insiders of the
                                         Corporation (as a group), at any point in time, under this Plan and all outstanding stock
                                         option plans or grants of options may not exceed 10% of the issued shares of the Corporation;



		(ii)	no options
                                         exceeding an aggregate of 10% of the issued shares of the Corporation, calculated at
                                         the date an option is granted to an Insider, may be granted to Insiders (as a Group)
                                         within a 12 month period under this Plan and all outstanding stock option plans or grants
                                         of options.;



 



     

     


    




		(iii)	no
                                         options exceeding an aggregate of 5% of the issued shares of the Corporation, calculated
                                         on the date an option is granted to the Person, may be granted to any one Person (and,
                                         where permitted under Policy 4.4, any Companies wholly owned by that Person) within a
                                         12 month period under this Plan and all outstanding stock option plans or grants of options;



 


		(iv)	upon
                                         the Corporation obtaining the requisite Disinterested Approval, the provisions set out
                                         in this subsection 4 (c) shall no longer apply;



 


		(d)	no options exceeding an aggregate
                                         of 2% of the issued shares of the Corporation, calculated at the date an option is granted
                                         to the Consultant, may be granted to any one Consultant in a 12 month period;



 


		(e)	no options
                                         exceeding an aggregate of 2% of the issued shares of the Corporation, calculated at the
                                         date an option is granted to any such Person, may be granted to all Persons retained
                                         to provide Investor Relations Activities in any 12 month period. Persons retained to
                                         provide Investor Relations Activities shall include any Consultant that performs Investor
                                         Relations Activities and any Employee or Director whose role and duties primarily consist
                                         of Investor Relations Activities.



 


		(f)	Policy
                                         4.4 requires that the Board of Directors, through the establishment of appropriate procedures,
                                         monitor the trading in the securities of the Issuer by all Optionees performing Investor
                                         Relations Activities. These procedures may include, for example, the establishment of
                                         a designated brokerage account through which the Optionee conducts all trades in the
                                         securities of the Issuer or a requirement for such Optionees to file insider trade reports
                                         with the Board.



 


		5.	Eligibility



 


		(a)	General



 


Options may be granted under the Plan to Directors,
Employees, Consultants, and Consultant Companies of the Corporation and any of its subsidiaries (collectively the “Optionees”
and individually an “Optionee”). Subject to the provisions of the Plan, the total number of Optioned Shares to be
made available under the Plan and to each Optionee, the time or times and price or prices at which options shall be granted, the
time or times at which such options are exercisable, and any conditions or restrictions on the exercise of options, shall be in
the full and final discretion of the Board of Directors.


 


		(b)	Consultant Company and other Companies



 


Provided that a Form 4F (Certification and
Undertaking Required from a Company Granted an Incentive Stock Option) duly completed and signed by the Optionee in the form
attached hereto as Schedule “B” or such other form as may be amended by the TSX Venture Exchange from time to time,
options may also be granted under the Plan to:


 


		(i)	Except in relation to a Consultant
                                         Company, a company which is providing consulting services to the Corporation and is wholly
                                         owned by individuals eligible for an option grant.



 


		(c)	Management Company Employees



 


Options may also be granted to individuals (hereinafter
referred to as “Management Company Employees” ) employed by a company providing management services to the Corporation,
which services are required for the ongoing successful operation of the business enterprise of the Corporation, except for services
involving Investor Relations Activities.


 


		(d)	Options Granted to Employees, Consultants or Management Company
                                         Employees



 


The Corporation and the Optionee are responsible
for ensuring and confirming that, in the event it wishes to grant options under the Plan to Employees, Consultants, Consultant
Companies or Management Company Employees, it will only grant such options to Optionees who are bona fide Employees, Consultants,
Consultant Companies or Management Company Employees, as the case may be.


 


		6.	Terms and Conditions



 


All options under the Plan shall be granted upon and subject to the terms
and conditions hereinafter set forth.


 


		(a)	Exercise price



 






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The exercise price to each Optionee for each Optioned Share shall be
determined by the Board of Directors, but shall be:


 


		(i)	not less
                                         than the last closing price of the Corporation’s common shares as traded on the
                                         TSX Venture Exchange before the date of the stock option grant, unless the price determined
                                         by the Board of Directors is discounted, in which case shall not be less than the Discounted
                                         Market Price of the Corporation’s common shares as traded on the TSX Venture Exchange,
                                         or



 


		(ii)	such
                                         other price as may be agreed to by the Corporation and accepted by the TSX Venture Exchange,



 


provided that the exercise price for each Optioned
Share in respect of options granted within 90 days of a Distribution by a Prospectus shall not be less than the greater of the
Discounted Market Price and the price per share paid by public investors for listed shares of the Corporation under the Distribution.


 


		(b)	Reduction in the Exercise Price
                                         of Options Granted to Insiders



 


In the event the Corporation wishes to reduce the
exercise price of any options held by Insiders of the Corporation at the time of the proposed reduction, the approval of the disinterested
Shareholders of the Corporation will be required prior to the exercise of any such options at the reduced exercise price.


 


		(c)	Option Agreement



 


All options shall be granted under the Plan by
means of an agreement (the “Option Agreement”) between the Corporation and each Optionee in the form attached hereto
as Schedule “A” or such other form as may be approved by the Board of Directors, such approval to be conclusively
evidenced by the execution of the Option Agreement by any one director or officer of the Corporation, or otherwise as determined
by the Board of Directors.


 


		(d)	Length of Grant



 


Subject to sections 6 (k), 6 (m), 6 (n), 6 (o),
6 (p) and 6 (s), all options granted under the Plan shall be for a term determined by the Board of Directors, provided that no
options shall expire later than that date which is 10 years from the date such options were granted.


 


		(e)	Non-Assignability of Options



 


All options granted under the Plan are non-transferable
and non-assignable (whether absolutely or by way of mortgage, pledge or other charge) by an Optionee other than by will or other
testamentary instrument or the laws of succession (subject to section 6 (p) hereof) and may be exercisable during the lifetime
of the Optionee only by such Optionee.


 


		(f)	Vesting Schedules



 


The following vesting schedules will apply to
incentive stock options granted under the Plan. Each Optionee who is granted options under the Plan will become vested with the
right to exercise one-quarter (1/4) of the options on the date of the grant of the options and a further one-quarter (1/4) upon
the conclusion of every six months subsequent to the date of the grant of the options, such that that Optionee will be vested
with the right to exercise one hundred percent (100%) of his options upon the conclusion of 18 months from the date of the grant
of the options. The Board of Directors may, at the time of grant, apply a different vesting schedule for any or all options granted,
including such schedule whereby the options will vest immediately, provided that options granted to Persons retained to provide
“Investor Relations Activities” must vest in stages over a period of not less than 12 months with no more than one-quarter
(1/4) of the options vesting in any three month period.


 


		(g)	Right to Postpone Exercise



 


Each Optionee, upon becoming entitled to exercise
the option in respect of any Optioned Shares in accordance with the Option Agreement, shall thereafter be entitled to exercise
the option to purchase such Optioned Shares at any time prior to the expiration or other termination of the Option Agreement or
the option rights granted thereunder in accordance with such agreement.


 


		(h)	Exercise and Payment



 






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Any option granted under the Plan may be exercised by
an Optionee or, if applicable, the legal representatives of an Optionee, giving notice to the Corporation specifying the number
of shares in respect of which such option is being exercised, accompanied by payment (by bank draft or certified cheque/check
payable to the Corporation) of the entire exercise price (determined in accordance with the Option Agreement) for the number of
shares specified in the notice. Upon any such exercise of an option by an Optionee the Corporation shall cause the transfer agent
and registrar of shares of the Corporation to promptly deliver to such Optionee or the legal representatives of such Optionee,
as the case may be, a share certificate in the name of such Optionee or the legal representatives of such Optionee, as the case
may be, representing the number of shares specified in the notice. If the Corporation has engaged an administrator to administer
the Plan, such as an Internet-based administration platform, which also includes the availability of a broker- assisted exercise
process, the Optionee agrees to follow the procedures established by the Corporation or such administrator with respect to the
exercise of options.


 


		(i)	Rights of Optionees



 


The Optionees shall have no rights whatsoever as
shareholders in respect of any of the Optioned Shares (including, without limitation, voting rights or any right to receive dividends,
warrants or rights under any rights offering) other than Optioned Shares in respect of which Optionees have exercised their option
to purchase and which have been issued by the Corporation.


 


		(j)	Effect of a Take-Over Bid



 


If a bona fide offer ( an “Offer”)
for Shares is made to the Optionee or to shareholders of the Corporation generally or to a class of shareholders which includes
the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Corporation,
within the meaning of subsection 1(1) of the Securities Act, the Corporation shall, immediately upon receipt of notice of the
Offer, notify each Optionee of full particulars of the Offer, whereupon (subject to the approval of the Exchanges) all Option
Shares subject to such Option will become fully vested and the Option may be exercised in whole or in part by the Optionee so
as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:


 


		(i)	the Offer is not completed within the time specified therein;
                                         or



		(ii)	all of the Option Shares
                                         tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror
                                         in respect thereof;



 


then the Option Shares received upon such exercise,
or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the
Corporation and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall
be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become vested pursuant to section
6 (f) shall be reinstated. If any Option Shares are returned to the Corporation under this section 6 (g), the Corporation shall
immediately refund the exercise price to the Optionee for such Option Shares.


 


		(k)	Acceleration of Expiry Date



 


If at any time when an Option granted under the
Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying
each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under
the Plan, fully vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is
accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant
to the Offer. The Directors shall give each Optionee as much notice as possible of the acceleration of the Options under this
section, except that not less than 5 business days’ and not more than 30 calendar days’ notice is required.


 


		(l)	Effect of a Change of Control



 


If a Change of Control occurs, all Option Shares
subject to each outstanding Option will become fully vested, whereupon such Option may be exercised in whole or in part by the
Optionee, subject to the approval of the Exchanges if necessary.


 


		(m)	Alterations in Shares



 






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In the event of a stock dividend, subdivision, redivision,
consolidation, share reclassification (other than pursuant to the Plan), amalgamation, merger, corporate arrangement, reorganization,
liquidation or the like, of or by the Corporation, the Board of Directors may make such adjustment, if any, of the number of Optioned
Shares, or of the exercise price, or both, as it shall deem appropriate to give proper effect to such event. If because of a proposed
merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Corporation
for those in another corporation is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner
in which all unexercised option rights granted under the Plan shall be treated including, for example, requiring the acceleration
of the time for the exercise of such rights by the Optionees and of the time for the fulfilment of any conditions or restrictions
on such exercise. All determinations of the Board of Directors under this section 6 (m) shall be full and final.


 


		(n)	Termination for Cause



 


If an Optionee ceases to be either a Director,
Employee, Consultant or Management Company Employee of the Corporation or of any of its subsidiaries as a result of having been
dismissed from any such position for cause, all unexercised option rights of that Optionee under the Plan shall immediately become
terminated and shall lapse, notwithstanding the original term of the option granted to such Optionee under the Plan.


 


		(o)	Termination Other Than For Cause



 


		(i)	If an
                                         Optionee ceases to be either an Employee, Consultant or Management Company Employee of
                                         the Corporation or any of its subsidiaries for any reason other than as a result of having
                                         been dismissed for cause as provided in section 6 (n) or as a result of the Optionee’s
                                         death, such Optionee shall have the right for a period of 90 days (or until the normal
                                         expiry date of the option rights of such Optionee if earlier) from the date of ceasing
                                         to be either an Employee, Consultant or Management Company Employee to exercise the option
                                         under the Plan with respect to all Optioned Shares of such Optionee to the extent they
                                         were exercisable on the date of ceasing to be either an Employee, Consultant or Management
                                         Company Employee. Upon the expiration of such 90 day period all unexercised option rights
                                         of that Optionee shall immediately become terminated and shall lapse notwithstanding
                                         the original term of the option granted to such Optionee under the Plan.



		(ii)	If an
                                         Optionee ceases to be either a Director or Officer of the Corporation or any of its subsidiaries
                                         for any reason other than as a result of having been dismissed for cause as provided
                                         in section 6 (n) or as a result of the Optionee’s death, such Optionee shall have
                                         the right for a period of one year (or until the normal expiry date of the option rights
                                         of such Optionee if earlier) from the date of ceasing to be either a Director or Officer
                                         to exercise the option under the Plan with respect to all Optioned Shares of such Optionee
                                         to the extent they were exercisable on the date of ceasing to be either a Director or
                                         Officer. Upon the expiration of such one year period all unexercised option rights of
                                         that Optionee shall immediately become terminated and shall lapse notwithstanding the
                                         original term of the option granted to such Optionee under the Plan.



		(iii)	If
                                         an Optionee engaged in providing Investor Relations Activities to the Corporation ceases
                                         to be employed in providing such Investor Relations Activities, such Optionee shall have
                                         the right for a period of 30 days (or until the normal expiry date of the option rights
                                         of such Optionee if earlier) from the date of ceasing to provide such Investor Relations
                                         Activities to exercise the option under the Plan with respect to all Optioned Shares
                                         of such Optionee to the extent there were exercisable on the date of ceasing to provide
                                         such Investor Relations Activities. Upon the expiration of such 30-day period all unexercised
                                         option rights of that Optionee shall immediately become terminated and shall lapse notwithstanding
                                         the original term of the option granted to such Optionee under the Plan.



 


		(p)	Deceased Optionee



 


In the event of the death of any Optionee, the
legal representatives of the deceased Optionee shall have the right for a period of one year (or until the normal expiry date
of the option rights of such Optionee if earlier) from the date of death of the deceased Optionee to exercise the deceased Optionee’s
option with respect to all of the Optioned Shares of the deceased Optionee to the extent they were exercisable on the date of
death. Upon the expiration of such period all unexercised option rights of the deceased Optionee shall immediately become terminated
and shall lapse notwithstanding the original term of the option granted to the deceased Optionee under the Plan.


 



    	 	5	 



     


    




		(q)	Hold Period



 


In addition to any resale restrictions under securities
legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders
in force from time to time that are applicable to an Issuer, and any other circumstances for which the Exchange Hold Period may
apply, where the exercise price of the stock option is at a discount to the Market Price, all stock options and any Option Shares
issued under stock options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period
commencing on the date the stock options were granted.


 


		(r)	Cancelled or Expired Options



 


Options that have been cancelled or that have expired without being
exercised continue to be issuable under the plan under which they were approved.


 


		(s)	Extension of Options during Blackout Period.



 


Stock options governed by this plan that have
an expiry date which falls within a period (a “blackout period”) during which the Corporation prohibits Optionees
from exercising their stock options are automatically extended as set out below. The following requirements are applicable to
any such automatic extension provision:


 


		(i)	The blackout
                                         period must be 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 stock options can be extended to no later than ten



(10) business days after the expiry of the blackout period.


		(iii)	The
                                         automatic extension of an Optionee’s options will not be permitted where the Optionee
                                         or the Issuer is subject to a cease trade order (or similar order under Securities Laws)
                                         in respect of the Issuer’s securities.



 


		7.	Amendment and Discontinuance of Plan



 


Subject to the acceptance of the Exchanges, the Board
of Directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time, provided that
no such action may in any manner adversely affect the rights under any options earlier granted to an Optionee under the Plan without
the consent of that Optionee.


 


		8.	No Further Rights



 


Nothing contained in the Plan nor in any option
granted hereunder shall give any Optionee or any other person any interest or title in or to any shares of the Corporation or
any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other
than as set forth in the Plan and pursuant to the exercise of any option, nor shall it confer upon the Optionees any right to
continue as a Director, Employee or Consultant of the Corporation or of any of its subsidiaries.


 


		9.	Compliance with Laws



 


The obligations of the Corporation to sell shares
and deliver share certificates under the Plan are subject to such compliance by the Corporation and the Optionees as the Corporation
deems necessary or advisable with all applicable corporate and securities laws, rules and regulations.


 


Approved by the Shareholders on July 7, 2016


 






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SCHEDULE “A”


 


POET TECHNOLOGIES
INC.


 


STOCK OPTION PLAN - OPTION AGREEMENT


 


This Option Agreement dated ● (the “Grant
Date”) is entered into between POET TECHNOLOGIES INC. (“the Corporation”) and


●  (the “Optionee”)
pursuant to the Corporation’s Stock Option Plan (the “Plan”). A copy of the current version of the Plan is available
for download from SEDAR (www.sedar.com) or from the Company’s website (http://www.poet- technologies.com/documents/Stock-Option-Plan.pdf
.


 


The parties agree and confirm that: (i) the Optionee
was granted ● options (the “Options”), each option entitling the optionee to purchase one common share (an “Option
Share” or collectively the "Optioned Shares") of the Corporation for the price of ● per share (the “Exercise
Price”); (ii) the Options will vest according to the vesting schedule set forth below, and only the vested Options are exercisable;
(iii) unless exercised or cancelled earlier, the Options expire and this agreement will terminate on ● (the “Expiry
Date”); (iv) the Options are subject to the conditions set out in the Plan and subject to there being no objection by the
TSX Venture Exchange to the grant of the Option to the Optionee.


 


[INSERT VEST SCHEDULE TABLE]


 


For greater certainty, the Options continue to be
exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.


 


By signing this Option Agreement, the Optionee
acknowledges that the Optionee (i) is either a bona fide Director, Officer, Employee, Consultant, or Management Company Employee
of the Corporation (as defined in Policy 4.4 of the TSX Venture Exchange), (ii) has read and understands the Plan, and (iii) agrees
to the terms and conditions of the Plan and this Option Agreement.


 


The Optionee hereby agrees to comply with all applicable
Canadian securities laws, all applicable securities laws of the Subscriber's jurisdiction of residence and all applicable Rules,
Regulations and Policies of the TSX Venture Exchange for the exercise of Options and the sale of the Optioned Shares. Any sale
of shares issuable under this Option Agreement prior to the effective date of the exercise is considered a short sale under applicable
securities laws.


 


The Corporation has engaged Solium Capital Inc.
(“Solium”) to administer the Plan using an Internet-based administration platform, which also includes the availability
of a broker-assisted exercise process. The Optionee can exercise his Option by executing an “Exercise and Hold” or
“Exercise and Sell” transaction by accessing Solium’s website or by telephone. For Exercise and Hold transactions,
the aggregate Exercise Price along with the applicable withholding income taxes (“Taxes”) will need to be sent to
the Secretary of the Corporation before the Optioned Shares can be issued and sent to the Optionee. For Exercise and Sell transactions,
the aggregate Exercise Price along with the applicable Taxes will be paid to Corporation by Solium from the proceeds of the sale
of the Optioned Shares.


 


Upon any exercise of Options pursuant to an Exercise
and Sell transaction, if the Optionee is a person residing in the United States at the time of exercising his Option, the Optionee
covenants, agrees and certifies that as at the date of such exercise,


 


		·	he
                                         is not an affiliate of the Corporation, as that term is defined in the U.S Securities
                                         Act of 1933, (or if he is, he is an affiliate of the Corporation only by virtue of being
                                         an officer or director of the Corporation),



		·	he has not
                                         offered, and has not instructed any person to offer, the Optioned Shares to a person
                                         in the United States;



		·	the
                                         sale of his Optioned Shares should only be executed in, on or through the facilities
                                         of The TSX Venture Exchange and neither he nor any person acting on his behalf know that
                                         a sale has been prearranged with a buyer in the United States,



		·	neither
                                         he nor any affiliate of his nor any person acting on his behalf has engaged or will engage
                                         in any directed selling efforts in the United States in connection with the offer and
                                         sale of such Optioned Shares,



		·	the sale
                                         will be bona fide and not for the purpose of "washing off" any resale restrictions
                                         imposed,



		·	he does not
                                         intend to replace the shares sold with fungible unrestricted securities; and



		·	his
                                         sale or contemplated sale is not a transaction, or part of a series of transactions which
                                         is part of a plan or scheme to evade the registration provisions of the 1933 Act.



 


Executed by the Corporation as of ●.


POET TECHNOLOGIES INC.


 


		Acceptance	Per: ___________________________

                                                                                        Authorized Signatory




 


 


_______________________________________


OPTIONEE (Employee Number)


 


Dated:


 






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SCHEDULE “B”


 










 


FORM 4F


 


CERTIFICATION AND UNDERTAKING REQUIRED FROM
A COMPANY GRANTED AN INCENTIVE STOCK OPTION


 


Re: __________________________________________ (the
“Issuer”)


 


Trading Symbol: _______________


 


_____________________________ (the “Option Holder”) certifies
that all securities of the Option Holder are owned by _________________________________, a Person eligible to be granted an incentive stock option, and undertakes,
for the duration of the time that the Option Holder is the holder of an incentive stock option in the securities of the Issuer,
that it will not:


 


		1.	effect or permit any transfer of ownership or option of securities
                                         of the Option Holder; or



 


		2.	allot and issue further securities
                                         of any class of shares of the Option Holder to any other individual or entity.



 


Acknowledgement - Personal Information


 


“Personal Information” means any information about an identifiable
individual, and includes the information contained in the first paragraph of this Form.


 


The undersigned hereby acknowledges and agrees that it has obtained the
express written consent of each individual to:


 


		(a)	the disclosure of Personal Information
                                         by the undersigned to the Exchange (as defined in Appendix 6A) pursuant to this Form;
                                         and



 


		(b)	the collection, use and disclosure
                                         of Personal Information by the Exchange for the purposes described in Appendix 6A or
                                         as otherwise identified by the Exchange, from time to time.



 


 


Dated ___________________


 


 


[Name of Option Holder]


 


 


 


___________________


Authorized signatory




 


 


 


 


8