FLUENT — Governance Information 2021

Jul 19, 2021

CANSORTIUM INC.

RESTRICTED SHARE UNIT AWARD PLAN

May 17, 2021

TABLE OF CONTENTS

ARTICLE 1 PURPOSE OF THIS PLAN ............................................................................... 1 ARTICLE 2 DEFINITIONS ................................................................................................... 2 ARTICLE 3 EFFECTIVE DATE OF PLAN .......................................................................... 6 ARTICLE 4 ADMINISTARTION OF PLAN ........................................................................ 7 ARTICLE 5 SHARES AVAILABLE FOR AWARDS .......................................................... 8 ARTICLE 6 GRANT OF AWARDS ...................................................................................... 8 ARTICLE 7 ELIGIBILITY ..................................................................................................... 9 ARTICLE 8 RESTRICTED AWARD GRANTS ................................................................. 10 ARTICLE 9 GENERAL TERMS OF RESTRICTED AWARDS ........................................ 10 ARTICLE 10 CHANGE IN STATUS .................................................................................. 11 ARTICLE 11 NON-TRANSFERABILITY OF RESTRICTED AWARDS ........................ 11 ARTICLE 12 REPRESENTATIONS AND COVENANTS OF PARTICIPANTS ............. 11 ARTICLE 13 WITHHOLDING TAX .................................................................................. 12 ARTICLE 14 CONDITIONS ................................................................................................ 12 ARTICLE 15 SUSPENSION, AMENDMENT OR TERMINATION OF PLAN ............... 13 ARTICLE 16 ADJUSTMENTS ............................................................................................ 14 ARTICLE 17 GENERAL ...................................................................................................... 15 SCHEDULE “A” ..................................................................................................................... 1

ARTICLE 1 PURPOSE OF THIS PLAN

1.1 Overview.

The Plan provides for the payment of bonus compensation in the form of Shares or, at the option of the Company cash, to Participants for the purpose of advancing the interests of the Company and its Affiliates through the motivation, attraction and retention of Eligible Persons and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Shares by Eligible Persons, it being generally recognized that restricted share unit plans aid in attracting, retaining and encouraging employees, directors and consultants due to the opportunity offered to them to acquire a proprietary interest in the Company. It is intended that, insofar as the Participants are Eligible Persons who are directors or employees of the Company, neither the Plan nor any Restricted Award granted hereunder will constitute a "salary deferral arrangement" as defined in subsection 248(1) of the Income Tax Act (Canada) by reason of the exemption in paragraph (k) thereof. All Restricted Awards granted hereunder shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages received or receivable by any Participant who is an employee or director in respect of his or her services to the Company or an Affiliate, as applicable.

1.2 Purpose of this Plan.

The purpose of this Plan is to promote the interests and long-term success of the Company by:

• (a) furnishing certain directors, officers, employees and consultants/contractors of the Company or its Affiliates with greater incentive to develop and promote the business and financial success of the Company;

• (b) aligning the interests of persons to whom Restricted Awards may be granted with those of the shareholders of the Company generally through a proprietary ownership interest in the Company; and

• (c) assisting the Company in attracting, retaining and motivating its directors, officers, employees and consultants/contractors.

The Company believes that these purposes may best be effected by granting Restricted Awards and affording such persons an opportunity to acquire a proprietary interest in the Company.

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ARTICLE 2 DEFINITIONS

2.1 Definitions.

In this Plan, unless there is something in the subject matter or context inconsistent therewith, capitalized words and terms will have the following meanings:

• (a) “ Affiliate ” means an affiliate as defined in the Securities Act and includes issuers that are similarly related, whether or not any of the issuers are companies, partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity issuing securities;

• (b) “ Applicable Withholding Taxes ” means all taxes and other source deductions or other amounts which the Company or an Affiliate of the Company is or may be required by law to withhold in respect of the Plan or in respect of a Restricted Award, including in respect of the issuance, transfer, amendment or vesting of a Restricted Award or the issuance of Shares thereunder;

• (c) “ Associate ” means an associate as defined in the Securities Act;

• (d) “ Award Agreement ” means any written agreement, contract or other instrument or document evidencing any Restricted Award granted under this Plan. Each Award Agreement shall be subject to the applicable terms and conditions of this Plan and any other terms and conditions (not inconsistent with this Plan) determined by the Compensation Committee;

• (e) “ Award Payout ” means the applicable Share issuance or cash payment in respect of a vested Restricted Share Unit pursuant and subject to the terms and conditions of this Plan and the applicable Award;

• (f) “ Blackout Period ” means an interval of time during which the Company has determined (pursuant to the policies of the Company or any resolution of the Board) that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company;

• (g) “ Board ” means the board of directors of the Company as constituted from time to time;

• (h) “ Change in Control ” means:

• (i) any merger or amalgamation in which voting securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person

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or persons different from the persons holding those securities immediately prior to such transaction;

• (ii) any acquisition, directly or indirectly, by a person or Related Group of Persons (other than a person that is a registered dealer as described in Section 2.1(x) and other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership of voting securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities;

• (iii) any acquisition, directly or indirectly, by a person or Related Group of Persons of the right to appoint a majority of the directors of the Company or otherwise directly or indirectly control the management, affairs and business of the Company;

• (iv) any sale, transfer or other disposition of all or substantially all of the assets of the Company;

• (v) a complete liquidation or dissolution of the Company; or

• (vi) any transaction or series of transactions involving the Company or any of its Affiliates that the Board in its discretion deems to be a Change in Control;

provided however, that a Change in Control shall not be deemed to have occurred if such Change in Control results from:

• (i) the issuance, in connection with a bona fide financing or series of financings by the Company or any of its Affiliates, of voting securities of the Company or any of its Affiliates or any rights to acquire voting securities of the Company or any of its Affiliates which are convertible into voting securities; or

• (ii) a transaction or series of transactions involving the Company or any of its Affiliates whereby the holders of the voting securities of the Company continue to hold voting securities in the capital of the surviving or successor entity in substantially the same proportion as such holders held voting securities in the Company immediately prior to the commencement of such transaction or series of transactions.

• (i) “ Company ” means Cansortium Inc.;

• (j) “ Compensation Committee ” means the Compensation Committee of the Board or such other committee of the Board to which the Board has delegated responsibility

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for administration of the Plan or, if the Board has not made such delegation, “Compensation Committee” shall mean the Board;

• (k) “ Effective Date ” has the meaning ascribed thereto by Section 3.1 of this Plan;

• (l) “ Eligible Contractor ” means any individual, other than a director, officer or employee, who: (i) is engaged to provide on a bona fide basis consulting, technical, management or other services to the Company or an Affiliate under a written contract between the Company or an Affiliate and the individual or a company of which the individual consultant is an employee; and (ii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate;

• (m) “ Eligible Person ” means director, officer, or employee of the Company or its Affiliates as well as an Eligible Contractor;

• (n) “ Employer ” in respect of a Participant means the entity which employs or receives services from, as applicable, such Participant, which may be the Company or an Affiliate;

• (o) “ Exchange ” means the Canadian Securities Exchange, or such stock exchanges or other organized markets on which the Shares are listed or posted for trading;

• (p) “ Fair Market Value ” means, as at a particular date, for the purpose of calculating the Award Payout,

• (i) if the Shares are listed on the CSE, the greater of: (i) the weighted average of the trading price per Share on the CSE for the last five trading days ending on that date; and (ii) the closing price of the Shares on the day before that date,

• (ii) if the Shares are not listed on the CSE, the value established by the Board based on the volume weighted average price per Share traded on any other public exchange on which the Shares are listed over the same period, or

• (iii) if the Shares are not listed on any public exchange, the value per Share established by the Board based on its determination of the fair value of a Share;

• (q) “ Insider ” in relation to the Company means:

• (i) a director or senior officer of the Company;

• (ii) a director or senior officer of a company that is an Insider or subsidiary of the Company; or

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• (iii) a person that beneficially owns or controls, directly or indirectly, Shares and/or Proportionate Voting Shares carrying more than 10% of the voting rights attached to the Outstanding Issue.

(r) “ Merger and Acquisition Transaction ” means:

• (i) any merger;

• (ii) any acquisition;

• (iii) any amalgamation;

• (iv) any offer for Shares and/or Proportionate Voting Shares which if successful would entitle the offeror to acquire all of the voting securities of the Company; or

• (v) any arrangement or other scheme of reorganization;

that results in a Change in Control;

• (s) “ Outstanding Issue ” at the time of any issuance of Shares or grant of a Restricted Award means the number of Shares that are outstanding (assuming the conversion of all outstanding Proportionate Voting Shares into Shares) immediately prior to the issue of the Shares or grant of a Restricted Award in question, on a non- diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Company is subject, including the Exchange;

• (t) “ Participant ” means an Eligible Person designated to be granted an Award under this Plan;

• (u) “ Permitted Assign ” in respect of a Participant means:

• (i) an executor or administrator for the estate of the Participant upon the death of the Participant, or

• (ii) a committee or duly appointed attorney of the Participant, upon the Participant becoming incapable, by reason of physical or mental infirmity, of managing his or her affairs.

• (v) “ Plan ” means this plan, as the same may from time to time be supplemented or amended and in effect;

• (w) “ Proportionate Voting Shares ” means the proportionate voting shares in the capital of the Company;

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(x) “ Related Group of Persons ” in respect of a person means:

• (i) the person together with any one or more of the person’s Associates or Affiliates; and

• (ii) any two or more persons who have an agreement, commitment or understanding, whether formal or informal, with respect to:

  • (A) the acquisition of or the intention to acquire, directly or indirectly, beneficial ownership of, or control and direction over, voting securities of the Company; or

  • (B) the exercise of voting rights attached to the securities of the Company beneficially owned by such persons, or over which such persons have control and direction, on matters regarding the appointment of directors or control of the management, affairs and business of the Company;

• (iii) despite the above Section 2.1(x)(ii)(A), a registered dealer acting solely in an agency capacity for a person or Related Group of Persons in connection with the acquisition of beneficial ownership of, or control and direction over, securities of the Company, and not executing principal transactions for its own account or performing services beyond customary dealer’s functions, shall not be deemed solely by reason of such agency relationship to be a related person for the purposes of the definition of Related Group of Persons; and

• (y) “ Restricted Award ” means restricted share unit award granted pursuant to Section 8.1, for which the form of Award Agreement is attached hereto as Schedule “A”;

• (z) “ Securities Act ” means the Securities Act (Ontario), as amended from time to time;

• (aa) “ Shares ” means the common shares in the capital of the Company; and

• (bb) “ Shareholder ” means a holder of Shares and/or Proportionate Voting Shares.

ARTICLE 3 EFFECTIVE DATE OF PLAN

• 3.1 The effective date of the Plan is May 17, 2021 (the “ Effective Date ”), or such other date as the Board may determine, subject to the approval of the Plan, if necessary, by disinterested Shareholders and the Exchange.

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ARTICLE 4 ADMINISTRATION OF PLAN

• 4.1 The Board may at any time appoint a committee of the Board (the “ Compensation Committee ”) to, among other things, interpret, administer and implement this Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan (provided that if at any such time such a committee has not been appointed by the Board, this Plan will be administered by the Board, and in such event references herein to the Compensation Committee shall be construed to be a reference to the Board). The Board will take such steps that in its opinion are required to ensure that the Compensation Committee has the necessary authority to fulfil its functions under this Plan.

• 4.2 The Compensation Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan, and to make determinations and take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or action made or taken pursuant to the Plan, in good faith, including interpretation of the Plan, shall be final and conclusive for all purposes and binding on all parties, absent manifest error.

• 4.3 No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as directors of the Company, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made in good faith.

• 4.4 The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan.

• 4.5 The Company shall maintain a register in which shall be recorded:

• (a) the name and address of each Participant; and

• (b) the number of Restricted Awards granted to each Participant.

• 4.6 The Compensation Committee shall from time to time determine the Eligible Persons who may participate in the Plan. The Compensation Committee shall from time to time determine the Eligible Persons to whom Restricted Awards shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Compensation Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and its Affiliates and any other factors which the Compensation Committee deems appropriate and relevant.

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• 4.7 The Company will be responsible for all costs relating to the administration of the Plan.

• 4.8 Unless otherwise determined by the Board, the Plan shall remain an unfunded obligation of the Company and the rights of Participants under the Plan shall be general unsecured obligations of the Company.

• 4.9 The Company is authorized to take such steps as may be necessary to ensure all Applicable Withholding Taxes are withheld, deducted and remitted as required by law.

ARTICLE 5 SHARES AVAILABLE FOR AWARDS

• 5.1 Subject to adjustment as provided in Article 16 of this Plan, the aggregate number of Shares that may be issuable pursuant to this Plan combined with all of the Company’s other security based compensation arrangements, including the Company’s stock option plan, shall not exceed 10% of the Outstanding Issue.

• 5.2 For purposes of Section 5.1 and subject to Section 5.3, the number of Shares covered by a Restricted Award or to which a Restricted Award relates shall be counted on the date of grant of such Restricted Award against the aggregate number of Shares available for granting Restricted Awards under this Plan.

• 5.3 If an outstanding Restricted Award for any reason expires or is terminated or cancelled without having been settled in full, the Shares shall again be available for issuance under this Plan.

• 5.4 The Board will reserve for issuance from time to time out of the authorized but unissued Shares sufficient Shares to provide for issuance of all Shares which are issuable under all Restricted Awards.

• 5.5 Fractional Restricted Awards are permitted under this Plan.

ARTICLE 6 GRANT OF AWARDS

• 6.1 Subject to the provisions of this Plan, the Compensation Committee may from time to time grant to any Eligible Person one or more Restricted Awards as the Compensation Committee deems appropriate.

• 6.2 The date on which a Restricted Award will be deemed to have been granted under this Plan will be the date on which the Compensation Committee authorizes the grant of such Restricted Award or such other future date as may be specified by the Compensation Committee at the time of such authorization (including, but not limited to, the date the Award Agreement is entered into pursuant to Section 6.4).

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• 6.3 The number of Shares that may be issued under any Restricted Award will be determined by the Compensation Committee, provided that:

• (a) the number of Shares reserved for issuance to any one Participant pursuant to this Plan combined with all of the Company’s other security based arrangements, including the Company’s stock option plan, within any one year period shall not, in aggregate, exceed 5% of the Outstanding Issue; and

• (b) the number of Shares:

  • (i) issuable, at any time, to Participants that are Insiders; and

  • (ii) issued to Participants that are Insiders within any one year period;

pursuant to this Plan, or when combined with all of the Company’s other security based compensation arrangements that provide for the issuance from treasury or potential issuance from treasury of Shares shall not, in aggregate, exceed 10% of the Outstanding Issue.

• 6.4 Each Restricted Award will be evidenced by an Award Agreement which incorporates such terms and conditions (including all vesting conditions) as the Compensation Committee in its discretion deems appropriate and consistent with the provisions of this Plan (and the execution and delivery by the Company of an Award Agreement with a Participant shall be conclusive evidence that such Award Agreement incorporates terms and conditions determined by the Compensation Committee and is consistent with the provisions of this Plan). Each Award Agreement will be executed by the Participant to whom the Restricted Award is granted and on behalf of the Company by any member of the Compensation Committee or any officer of the Company or such other person as the Compensation Committee may designate for such purpose.

• 6.5 The Board or the Committee may, in its sole discretion, determine: (i) the time during which Restricted Awards shall vest and whether there shall be any other conditions or performance criteria to vesting; (ii) the method of vesting; or (iii) that no vesting restriction shall exist. In the absence of any determination by the Board or the Compensation Committee to the contrary, Restricted Awards will vest three years after the date of grant.

ARTICLE 7 ELIGIBILITY

• 7.1 Any Eligible Person shall be eligible to be designated a Participant. The Company and a Participant shall confirm that any Eligible Person that is an employee is a bona fide employee of the Company or its Affiliates. In determining whether an Eligible Person shall receive a Restricted Award and the terms of any Restricted Award, the Compensation Committee may take into account the nature of the services rendered by the Eligible Person, his or her present and potential contributions to the success of the Company, and such other factors as the Compensation Committee, in its discretion, shall deem relevant.

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ARTICLE 8 RESTRICTED AWARD GRANTS

• 8.1 The Compensation Committee is hereby authorized to grant Restricted Awards to an Eligible Person subject to the terms of this Plan. Each vested, whole Restricted Award granted under this Plan shall be denominated or payable in Shares or, at the option of the Company in cash, and shall confer on the holder thereof the right to receive one Share from treasury (subject to adjustment in accordance with this Plan), upon the completion of certain conditions during such periods as the Compensation Committee shall establish (with such date on which all such conditions are satisfied and the Restricted Awards fully vested being referred to as the “ Participant’s Entitlement Date ”). Subject to the terms of this Plan, the conditions to be completed during any period, the length of any period, the amount of any Restricted Award granted, the number of treasury Shares receivable pursuant to any Restricted Award and any other terms and conditions of the Restricted Award shall be determined by the Compensation Committee at the time of grant. A Restricted Award will be subject to an Award Agreement containing such terms and conditions, not inconsistent with the provisions of this Plan, as the Compensation Committee shall determine.

• 8.2 In the event that the Employer elects to satisfy its payment obligation in cash, on the Participant's Entitlement Date, the Restricted Award shall be redeemed and paid by the Affiliate that is the Employer of the Participant to the Participant subject to Article 13. The Fair Market Value of the Award Payout shall, after deduction of any applicable taxes and other source deductions required to be withheld by the applicable Affiliate, be paid in cash.

• 8.3 Except as otherwise determined by the Compensation Committee or as set forth in the applicable Award Agreement, upon the termination of a Participant’s employment (as determined under criteria established by the Compensation Committee), including by way of death, retirement, disability, termination without cause and termination for cause during the term of a Restricted Award, all unvested Restricted Awards held by the Participant shall be forfeited and cancelled; provided, however, that the Compensation Committee may, if it determines that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions or conditions with respect to any such Restricted Award.

ARTICLE 9 GENERAL TERMS OF RESTRICTED AWARDS

• 9.1

• Restricted Awards may be granted for no cash consideration.

• 9.2 Restricted Awards may, in the discretion of the Compensation Committee, be granted either alone or in addition to or in tandem with any award granted under any plan of the Company or any Affiliate. Restricted Awards granted in addition to or in tandem with awards granted under any such other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other awards.

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• 9.3 All Shares delivered pursuant to a Restricted Award shall be subject to such stop transfer orders and other restrictions as the Compensation Committee may deem advisable, applicable Canadian provincial or foreign securities laws and regulatory requirements, applicable Exchange policies and rules, and applicable Canadian corporate laws, and the Compensation Committee may direct appropriate stop transfer orders and cause other legends to be placed on the certificates for such Shares to reflect such restrictions. If the Shares are traded on a securities exchange, the Company shall not be required to deliver any Shares covered by a Restricted Award unless and until such Shares have been listed and posted for trading on such securities exchange.

ARTICLE 10 CHANGE IN STATUS

• 10.1 A change in the status, office, position or duties of a Participant from the status, office, position or duties held by such Participant on the date on which the Restricted Award was granted to such Participant will not result in the termination of the Restricted Award granted to such Participant provided that such Participant remains an Eligible Person.

ARTICLE 11

NON-TRANSFERABILITY OF RESTRICTED AWARDS

• 11.1 Each Award Agreement will provide that the Restricted Award granted thereunder is not transferable or assignable to anyone other than a Permitted Assign.

ARTICLE 12

REPRESENTATIONS AND COVENANTS OF PARTICIPANTS

• 12.1 Each Award Agreement will contain representations and covenants of the Participant that:

• (a) the Participant is a director, officer or employee of the Company or its Affiliates or a person otherwise determined as an Eligible Person under this Plan by the Compensation Committee;

• (b) the Participant has not been induced to enter into such Award Agreement by the expectation of employment or continued employment with the Company or its Affiliates;

• (c) the Participant is aware that the grant of the Restricted Award and the issuance by the Company of Shares thereunder are exempt from the obligation under applicable securities laws to file a prospectus or other registration document qualifying the distribution of the Restricted Awards of the Shares to be distributed thereunder under any applicable securities laws.

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ARTICLE 13 WITHHOLDING TAX

• 13.1 Each Participant shall be responsible for all taxes in respect of the Plan and in respect of the issuance, transfer, amendment or vesting of a Restricted Award or the issuance of Shares thereunder. The Company makes no guarantee to any person regarding the tax consequences of becoming a Participant in the Plan and none of the Company, its Affiliates or any of their respective employees or representatives shall have any liability to any Participant with respect thereto. The Company shall be entitled to take all reasonable and necessary steps and to obtain all reasonable or necessary indemnities, assurances, payments or undertakings to satisfy any obligation to pay or withhold an amount on account of Applicable Withholding Taxes. Without limiting the generality of the foregoing, the Company may for such purposes withhold or offset such amounts from any salary or other amounts otherwise due or to become due from the Company to the Participant or may require that a Participant pay such amounts to the Company.

• 13.2 The Participant will be solely responsible for paying any Applicable Withholding Taxes arising from the grant, vesting or issuance or payment of underlying Shares or cash of any Restricted Award and payment is to be made in a manner satisfactory to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any Restricted Award or any Shares issuable pursuant to a Restricted Award or from any cash amounts otherwise due or to become due from the Company to the Participant, an amount equal to any such taxes.

ARTICLE 14 CONDITIONS

• 14.1 Notwithstanding any provision in this Plan, other than Section 6.5, or an Award Agreement, the Company’s obligation to issue Shares to a Participant pursuant to the terms of any Restricted Award will be subject to, if applicable:

• (a) completion of such registration or other qualification of such Shares or obtaining approval of such governmental authority as the Company will determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; and

• (b) the receipt from the Participant of such representations, agreements and undertakings, including as to future dealings in such Shares, as the Company or its counsel determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

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ARTICLE 15 SUSPENSION, AMENDMENT OR TERMINATION OF PLAN

• 15.1 The Compensation Committee will have the right at any time and from time to time to suspend or terminate this Plan and, subject to Section 15.2, may:

• (a) with the prior approval of disinterested Shareholders of the Company by ordinary resolution (if required by the Exchange) make any amendment to any Restricted Award Agreement or this Plan, including any amendment that would:

  • (i) increase the number of Shares, or rolling maximum, reserved for issuance under this Plan as set out in Section 5.1;

  • (ii) extend the term of a Restricted Award beyond its original expiry time;

  • (iii) result in any modification to this Section 15.1; or

• (b) without the prior approval of holders of Restricted Awards and without limiting the generality of the foregoing, the Compensation Committee may make any other amendments not listed in (a) above to any Award Agreement or this Plan, as follows:

  • (i) amendments of a clerical nature, including but not limited to the correction of grammatical or typographical errors or clarification of terms;

  • (ii) amendments to reflect any requirements of any regulatory authorities to which the Company is subject, including the Exchange;

  • (iii) amendments to any vesting provisions of a Restricted Award; and

  • (iv) amendments to the expiration date of a Restricted Award that does not extend the term of a Restricted Award past the original date of expiration for such Restricted Award.

Notwithstanding the foregoing, all procedures and necessary approvals required under the applicable rules and regulations of all regulatory authorities to which the Company is subject shall be complied with and obtained in connection with any such suspension, termination or amendment to this Plan or amendments to any Award Agreement.

• 15.2 In exercising its rights pursuant to Section 15.1, the Compensation Committee will not have the right to affect in a manner that is materially adverse to, or that materially impairs, the benefits and rights of any Participant under any Restricted Award previously granted under this Plan except: (a) with the consent of such Participant; (b) as permitted pursuant to Article 16; or (c) for the purpose of complying with the requirements of any regulatory authorities to which the Company is subject, including the Exchange.

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• 15.3 The full powers of the Compensation Committee as provided for in this Plan will survive the termination of this Plan until all Restricted Awards have been vested in full (including the issuance of any underlying Shares or cash payment in lieu thereof) or have otherwise expired.

ARTICLE 16 ADJUSTMENTS

• 16.1 In the event of any Share distribution, Share split, combination or exchange of Shares, merger, consolidation, spin-off or other distribution of the Company’s assets to the Shareholders, or any other change affecting the Shares, the Restricted Awards of each Participant and the Restricted Awards outstanding under the Plan shall be adjusted in such manner, if any, as the Compensation Committee may in its discretion deem appropriate to reflect the event. However, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Restricted Awards will be granted to such Participant to compensate for a downward fluctuation in the market price of the Shares, nor will any other form of benefit be conferred upon, or in respect of a Participant for such purpose.

• 16.2 In the event of a Merger and Acquisition Transaction or proposed Merger and Acquisition Transaction, the Compensation Committee shall determine in an appropriate and equitable manner:

• (a) any adjustment to the number and type of Shares (or other securities) that thereafter shall be made the subject of Restricted Awards; and

• (b) the number and type of Shares (or other securities) subject to outstanding Restricted Awards; and

• (c) determine the manner in which all unvested Restricted Awards granted under this Plan will be treated including, without limitation, requiring the acceleration of the time for the vesting of such Restricted Awards by the Participants, the time for the fulfilment of any conditions or restrictions on such vesting, and the time for the expiry of such Restricted Awards.

Subsections (a) through (c) of this Section 16.2 may be utilized independently of, successively with, or in combination with each other and Section 16.1, and nothing therein contained shall be construed as limiting or affecting the ability of the Compensation Committee to deal with Restricted Awards in any other manner. All determinations by the Compensation Committee under this Article 16 will be final, binding and conclusive for all purposes.

• 16.3 Notwithstanding anything else in this Plan, any unvested Restricted Awards issued to a Participant at the time of a Merger and Acquisition Transaction shall immediately vest if either (i) the Participant is either terminated without cause or resigns with good reason (as

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such term has been defined under common law, including any reason that would be considered to amount to constructive dismissal by a court of competent jurisdiction) from their position with the Company or its Affiliates within the period ending 12 months from the date of the completion of the Merger and Acquisition Transaction, or (ii) the Compensation Committee, acting reasonably, determines that an adjustment to the number and type of Shares (or other securities) resulting from a Merger and Acquisition Transaction is impractical or impossible. In the event this Section 16.3 is applicable, the Compensation Committee shall, acting reasonably, determine the extent to which the Participant met the conditions for vesting of Restricted Awards.

• 16.4 The grant of any Restricted Awards under this Plan will in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, amalgamate, reorganize, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets or engage in any like transaction.

ARTICLE 17 GENERAL

• 17.1 Nothing herein or otherwise shall be construed so as to confer on any Participant any rights as a Shareholder of the Company with respect to any Shares reserved for the purpose of any Restricted Award.

• 17.2 Nothing in this Plan or any Award Agreement will confer upon any Participant any right to continue in the employ of or under contract with the Company or its Affiliates or affect in any way the right of the Company or any such Affiliate to terminate his or her employment at any time or terminate his or her consulting contract, nor will anything in this Plan or any Award Agreement be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Company or any such Affiliate to extend the employment of any Participant beyond the time that he or she would normally be retired pursuant to the provisions of any present or future retirement plan of the Company or its Affiliates or any present or future retirement policy of the Company or its Affiliates, or beyond the time at which he or she would otherwise be retired pursuant to the provisions of any contract of employment with the Company or its Affiliates. Neither any period of notice nor any payment in lieu thereof upon termination of employment shall be considered as extending the period of employment for the purposes of this Plan.

• 17.3 Nothing contained in this Plan will restrict or limit or be deemed to restrict or limit the right or power of the Board in connection with any allotment and issuance of Shares which are not allotted and issued under this Plan including, without limitation, with respect to other compensation arrangements.

• 17.4 The Plan and any Award Agreement granted hereunder will be governed, construed and administered in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

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• 17.5 References herein to any gender include all genders and to the plural includes the singular and vice versa. The division of this Plan into Sections and Articles and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan.

• 17.6 This Plan and any Award Agreement may be executed and transmitted by facsimile or other means of electronic communication (including pdf, docusign or verified electronic authorization/signature), which signatures or authorizations shall be binding upon the parties as if they were original signatures.

• 17.7 This Plan and any Award Agreement may be executed and/or authorized in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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SCHEDULE “A”

FORM OF AWARD AGREEMENT

CANSORTIUM INC.

(the “ Company ”)

RESTRICTED SHARE UNIT AWARD PLAN AWARD AGREEMENT

This Award Agreement (the “ Agreement ”) is entered into between the Company and the Participant named below pursuant to the Company’s Restricted Share Unit Award Plan (the “ Plan ”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.

This Agreement confirms that:

1. on , 20 (the “ Award Date ”);

(the “ Participant ”);

1. was granted Restricted Awards in respect of employment services to be rendered by the Participant to the Company or its Affiliates each of which entitles the Participant to receive one Share upon vesting, provided the following conditions are met:

(a) [conditions of vesting to be included at time of grant.]

1. the vesting of the Restricted Awards shall occur on the following schedule:

Vesting Date Percentage Vested

[Timing of vesting to be included at time of grant.]

1. the Company shall issue to the Participant all amounts receivable by the Participant all Shares receivable by the Participant pursuant to this Agreement from treasury;

2. by execution of this Agreement and acceptance of the Restricted Awards hereby granted, the Participant hereby represents and warrants to the Company that the Participant:

3. (a) is director, officer or employee of the Company or its Affiliates or a person otherwise determined as an Eligible Person under this Plan by the Compensation Committee;

4. (b) has not been induced to enter into such Agreement by the expectation of employment or continued employment with the Company or its Affiliates;

5. (c) is aware that the grant of the Restricted Award and the issuance by the Company of Shares thereunder are exempt from the obligation under applicable securities laws to file a prospectus or other registration document qualifying the distribution of the Restricted Awards of the Shares to be distributed thereunder under any applicable securities laws;

6. without restricting the generality of Section 4.9 of the Plan, the Company is expressly authorized to withhold and remit all Applicable Withholding Taxes arising as a consequence of the issuance, transfer, amendment or vesting of a Restricted Award granted pursuant to this Agreement or the issuance of Shares thereunder, (the “ Applicable Withholding Taxes Amount ”), in any of the following ways or any combination thereof:

7. (a) by requiring the Participant, as a precondition to the Company’s obligation to issue Shares from treasury, to pay to the Company in cash the Applicable Withholding Taxes Amount, to be remitted by the Company to the appropriate government authorities for the Participant’s account;

8. (b) by offset against any salary or other amounts otherwise due or to become due from the Company to the Participant and remitting such amounts to the appropriate government authorities for the Participant’s account; and

9. (c) by selling, as the Participant’s agent, a sufficient number of the Shares issued to the Participant in payment and settlement of the Restricted Awards to raise, net of commissions and other related expenses, cash in an amount not less than the Applicable Withholding Taxes Amount and remitting the Applicable Withholding Taxes Amount to the appropriate government authorities for the Participant’s account, and the Participant hereby irrevocably appoints the Company as the Participant’s agent to effect such sale or sales and receive the proceeds therefrom;

10. upon the termination of a Participant’s employment, including by way of death, retirement, disability, termination without cause and termination for cause during the term of a Restricted Award, all unvested Restricted Awards held by the Participant shall be forfeited and cancelled;

otherwise all on the terms and subject to the conditions and restrictions set out in the Plan.

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By signing this Agreement, the Participant acknowledges that the Participant has been provided with a copy of the Plan and has read and understands the Plan (or has sought legal and/or ’ financial advice to inform themselves as to the operation of the Plan and the results of Participant s participation in the Plan) and agrees to the terms and conditions of the Plan and this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the

day of , 20 . CANSORTIUM INC. By: Authorized Signatory SIGNED, SEALED AND DELIVERED ) in the presence of: ) ) ) ) ) Witness Name (Print): ) Participant Name (Print): ) ) Witness Signature Participant Signature Participant Address Participant Email

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