Exhibit 10.2


 


LEllO
WELLNESS LTD.


OPTION
AGREEMENT


 


Dated
effective_______________.


 


SECURITIES-BASED
COMPENSATION PLAN


 


This
issuance of Options (as defined below) is granted pursuant to, and is subject to and governed by, the terms and conditions of the Securities-Based
Compensation Plan of Leiio Wellness Ltd. (the “Corporation”) dated with effect as of March 31, 2021, as amended from
time to time (the “Plan”). In the event that any provision of this Option Agreement conflicts with or is inconsistent
in any respect with those terms of the Plan that are applicable to an award of Options, the terms of the Plan shall govern. Terms not
otherwise defined herein shall have the meaning attributed thereto in the Plan.


 


PARTICIPANT
INFORMATION:


 


Participant:
______________________________


 


Position:
(Director, Officer, Employee, Consultant): ___________________________


 


OPTION
AWARD:


 


Subject
to the acknowledgement, acceptance and agreement by the Participant of this Option Agreement, the Corporation hereby grants to the Participant
the following options (each an “Option” and collectively “Options”) to purchase Common Shares of
the Corporation on the terms and conditions set out below, and otherwise on the terms and conditions set out in the Plan:


 


	 	(a)	Number
                                            of Options: _____________ (each such Option entitling the Participant to acquire one
                                            fully paid and non-assessable Common Share of the Corporation).
	 	 	 
	 	(b)	Exercise
                                            Price Per Share: ______
	 	 	 
		(c)	Vesting
                                            Conditions: Subject to the Participant continuing to be a director, officer, Employee
                                            or Consultant of the Corporation or any of its Affiliates (an “Eligible Person”)
                                            on the applicable vesting date set out below, the Options shall vest and be exercisable
                                            on or after the dates set out below:



 


	VESTING
    DATE	 	FRACTION
    OF OPTIONS	 	NUMBER
    OF OPTIONS
	 	 	1/3	 	 
	 	 	1/3	 	 
	 	 	1/3	 	 


 


		(d)	Expiry
                                            Date: ____________ subject to earlier termination in accordance with the terms of
                                            the Plan upon the following events:



 


i. Ceasing
to be an Eligible Person: In the event the Participant ceases to be an Eligible Person” for any reason, other than
the death of the Participant or the termination of the Participant for Cause: The date that is three months following the date
that the Participant ceases to be an Eligible Person.


 


ii. Termination
for Cause: In the event of the termination of the Participant as a director, officer, employee or Consultant of the Corporation
or an Affiliate for Cause: The date of such termination.


 


iii. Death: In
the event of the death of a Participant prior to: (A) the Participant ceasing to be an Eligible Person; or (B) the date which is the
number of days specified by the Compensation Committee pursuant to subparagraph (i) above from the date on which the Participant
ceased to be an Eligible Person: The date that is one year after the date of death of such Participant.


 


For
greater certainty and clarity, Options will no longer vest after the events specified in i, ii, and iii above.


 




    	 



    	 



    

 


REPRESENTATIONS
AND WARRANTIES


 


By
acceptance of the Options granted pursuant to this Option Agreement, the Participant hereby represents and warrants to the Corporation
that:


 


		(a)	Plan:
                                            the Participant has received a copy of the Plan, has had an opportunity to read and understand
                                            the terms thereof insofar as they apply to the Options, and has had an opportunity to seek
                                            such independent advice as the Participant considers relevant or necessary in connection
                                            with this document, the grant of Options and the representations, warranties, undertakings
                                            and agreements being made by the Participant herein;



 


		(b)	Position:
                                            the Participant is a bona fide director, officer, Employee, or Consultant of the Corporation
                                            or one of its Affiliates;



 


		(c)	No
                                            Inducement: the Participant has not been induced to enter into this Option Agreement
                                            by the expectation of employment or continued employment with the Corporation of one of its
                                            Affiliate;



 


		(d)	Prospectus
                                            Exemption: the Participant is aware that the grant of the Options and the issuance by
                                            the Corporation of Common Shares or other securities thereunder are exempt from the obligation
                                            under applicable securities laws to file a prospectus or other registration document qualifying
                                            the distribution of the Options or the Common Shares or other securities to be distributed
                                            thereunder under any applicable securities laws;



 


		(e)	Canadian
                                            Resale Restrictions: The Participant acknowledges that the Corporation is not a “reporting
                                            issuer” (or equivalent thereof) in any jurisdiction, the Corporation has no obligation
                                            to become a reporting issuer and there is no guarantee that it will become a reporting issuer
                                            in the future. The Participant further acknowledges that, as a result of the Corporation
                                            not being a reporting issuer, the Options, and the Common Shares or other securities issuable
                                            upon exercise thereof, are subject to indefinite statutory resale restrictions (i.e., a “hold
                                            period”) under the applicable securities laws in Canada, and the Participant covenants
                                            that it will not resell the Options, and the Common Shares or other securities issuable upon
                                            exercise thereof, except in compliance with such laws, and the Participant acknowledges that
                                            it is solely responsible (and the Corporation is not in any way responsible) for such compliance.



 


		(f)	No
                                            US Registration: The Participant is aware that the Options, and the Common Shares or
                                            other securities issuable upon exercise thereof, have not been and will not be registered
                                            under the United States Securities Act of 1933, as amended (the “U.S. Securities
                                            Act’’) or the securities laws of any state and that the Options, and the
                                            Common Shares or other securities issuable upon exercise thereof, may not be offered or sold,
                                            directly or indirectly, in the United States without registration under the U.S. Securities
                                            Act and applicable state securities laws or compliance with the requirements of an exemption
                                            from registration therefrom and the Participant acknowledges that the Corporation has no
                                            present intention of filing a registration statement under the U.S. Securities Act or applicable
                                            state securities laws in respect of such securities;



 


		(g)	No
                                            Sales in US: if the Participant or the Legal Representative of the Participant exercises
                                            or settles an Option, the Participant or the Legal Representative, as the case may be, will
                                            prior to and upon any sale or disposition of any Common Shares or other securities purchased
                                            or issued pursuant to the exercise or settlement of an Option, comply with all applicable
                                            securities laws and all applicable rules and regulations of all regulatory authorities to
                                            which the Corporation is subject, including the Stock Exchange (if any), and will not offer,
                                            sell or deliver any of such Common Shares or other securities, directly or indirectly, in
                                            the United States or to any citizen or resident of, or any company, partnership or other
                                            entity created or organized in or under the laws of, the United States, or any estate or
                                            trust the income of which is subject to United States federal income taxation regardless
                                            of its source, except in compliance with the securities laws of the United States; and



 




    	 



    	 



    

 


		(h)	Withholding
                                            Tax: The Participant will be solely responsible for paying any applicable taxes (for
                                            greater certainty includes any tax under the Income Tax Act (Canada) and any other applicable
                                            tax statute or regulation) arising from the grant, vesting, exercise or settlement of any
                                            Options and payment is to be made in a manner satisfactory to the Corporation. Notwithstanding
                                            the foregoing, the Corporation will have the right to withhold from any Options or any Common
                                            Shares or other securities issuable pursuant to an Option or from any cash amounts otherwise
                                            due or to become due from the Corporation to the Participant, an amount equal to any such
                                            taxes.



 


ACKNOWLEDGEMENTS
AND SIGNATURES


 


All
of the foregoing is hereby irrevocably agreed to and accepted by each of the Participant and the Corporation.


 


Participant
Acknowledgement, Acceptance and Agreement:


 


 


	 	 	 
	Witness	 	(Signature
of Participant)
	 	 	 
	 	 	 
	Print
    full name	 	Print
    full name
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Print
    full address


 


*Please
note the required Canadian and U.S. securities law legends on the next page which are deemed to be a part of this Option Agreement.


 




    	 



    	 



    

 


RESALE
RESTRICTIONS:


 


CANADIAN
LEGEND


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY, OR THE UNDERLYING SHARES ISSUABLE UPON
EXERCISE HEREOF, BEFORE THE DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE OF DISTRIBUTION OF THE SECURITIES AND
(II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”


 


UNITED
STATES LEGEND


 


“THE
SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS,
AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO LEllO WELLNESS
LTD. (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (D) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES
ACT PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B) OR (C) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST
FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK
EXCHANGES IN CANADA.”


 


‘THE
OPTIONS REPRESENTED HEREBY AND THE UNDERLYING SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT’), OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES. THE OPTIONS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON
IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE OPTIONS AND THE UNDERLYING SHARES
HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION
TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER
THE U.S. SECURITIES ACT.”