Nubeva Technologies Ltd. — Share Issue/Capital Change 2022

Oct 31, 2022

NUBEVA TECHNOLOGIES LTD. AMENDED AND RESTATED 2022 RESTRICTED SHARE UNIT PLAN

1. PURPOSE

1.1 This Plan has been established by the Corporation to assist the Corporation in the recruitment and retention of highly qualified employees and consultants by providing a means to reward superior performance, to motivate Participants under the Plan to achieve important corporate and personal objectives and, through the issuance of Share Units in the Corporation to Participants under the Plan, to better align the interests of Participants with the long-term interests of Shareholders.

2. PLAN DEFINITIONS AND INTERPRETATIONS

In this Plan, the following terms have the following meanings:

• (a) "Account" means the bookkeeping account established and maintained by the Corporation for each Participant in which the number of Share Units of the Participant are recorded;

• (b) "Applicable Law" means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

• (c) "Beneficiary" means any person designated by the Participant as his or her beneficiary under the Plan in accordance with Section 14.1 or, failing any such effective designation, the Participant's legal representative;

• (d) "Board" means the Board of Directors of the Corporation;

• (e) "Change of Control" means:

  • (i) the acquisition whether directly or indirectly, by a person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act (British Columbia) and the rules and regulations thereunder) of voting securities of the Corporation which, together with any other voting securities of the Corporation held by such person or company or persons or companies, constitute, in the aggregate, more than 20% of all outstanding voting securities of the Corporation;
  • (ii) an amalgamation, arrangement or other form of business combination of the Corporation with another company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding voting securities of the Corporation (including a merged or successor company) resulting from the business combination;

• (iii) the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than a subsidiary of the Corporation or other than in the ordinary course of business of the Corporation; or

• (iv) individuals who, on the Effective Date, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;

• (f) "Committee" means the Compensation Committee of the Board or any other committee or person designated by the Board to administer the Plan, provided, however, if the Corporation ceases to qualify as a "foreign private issuer" (as defined in Rule 3b-4 under the Exchange Act), the Committee shall be a committee of the Board comprised of not less than two directors, and each member of the Committee shall be a "non-employee director" within the meaning of Rule 16b-3;

• (g) "Corporation" means Nubeva Technologies Ltd. and its respective successors and assigns, and any reference in the Plan to action by the Corporation means action by or under the authority of the Board or any person or committee that has been designated for the purpose by the Board including, without limitation, the Committee;

• (h) "Designated Subsidiary" means an entity (including a partnership) in which the Corporation holds, directly or indirectly, a majority voting interest and which has been designated by the Corporation for purposes of the Plan from time to time;

• (i) "Director" means a director of the Corporation;

• (j) "Eligible Consultant" means an individual, other than an Employee, that (i) is engaged to provide on a bona fide basis consulting, technical, management or other services to the Corporation or any Designated Subsidiary under a written contract between the Corporation or the Designated Subsidiary and the individual or a company of which the individual consultant is an employee, (ii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Designated Subsidiary, and (iii) does not provide services in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the registrant's securities;

• (k) "Employee" means an employee of the Corporation or any of its Designated Subsidiaries or any combination or partnership of such corporations;

• (l) "Employer" means the Corporation, the Designated Subsidiary or the combination or partnership of such corporations that employs the Participant or that employed the Participant immediately prior to the Participant's Termination Date;

• (m) "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended;

• (n) "Expiry Date" means, with respect to Share Units granted to a Participant, the date determined by the Corporation for such purpose for such grant, which date shall be (unless otherwise determined on the Grant Date) no later than December 31 of the calendar year in which the third anniversary of the Grant Date occurs;

• (o) "Fiscal Year" means a fiscal year of the Corporation;

• (p) "Grant Agreement" means an agreement between the Corporation and a Participant under which Share Units are granted, together with such amendments, deletions or changes thereto as are permitted under the Plan;

• (q) "Grant Date" of a Share Unit means the date a Share Unit is granted to a Participant under the Plan;

• (r) "Insider" has the meaning provided by the rules and policies of the Stock Exchange, or, if not so defined, the meaning provided under the Securities Act (British Columbia);

• (s) "Joint Actor" means a person acting "jointly or in concert with" another person within the meaning of Section 96 of the Securities Act (British Columbia) or as such section may be amended or re-enacted from time to time;

• (t) "Market Value" with respect to a Share as at any date means the arithmetic average of the closing price of the Shares traded on the TSX Venture Exchange for the five (5) trading days on which a board lot was traded immediately preceding such date (or, if the Shares are not then listed and posted for trading on the TSX Venture Exchange, on such Stock Exchange on which the Shares are then listed and posted for trading as may be selected for such purpose by the Corporation). In the event that the Shares are not listed and posted for trading on any Stock Exchange, the Market Value shall be the Market Value of the Shares as determined by the Board in its discretion, acting reasonably and in good faith;

• (u) "Participant" means a bona fide full-time or part-time Employee, an Eligible Consultant, an executive officer or an executive director who, in any such case, has been designated by the Corporation for participation in the Plan. For clarity, in no event shall a Participant be a non-executive director of the Corporation or a person who provides "Investor Relations Activities" (as defined in TSX Venture Exchange Policy 1.1 – Interpretation) to the Corporation;

• (v) "Payout Date" means a date selected by the Corporation, in accordance with and as contemplated by Sections 3.2, 6.1 and 7.1;

• (w) "Plan" means this 2022 Restricted Share Unit Plan;

• (x) "Reorganization" means any (i) capital reorganization, (ii) merger, (iii) amalgamation, or (iv) arrangement or other scheme of reorganization;

• (y) "Rule 3b-4" means Rule 3b-4 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation;

• (z) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation;

• (aa) "Section 409A" means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder as in effect from time to time;

• (bb) "Securities Act" means the U.S. Securities Act of 1933, as amended;

• (cc) "Security Based Compensation Arrangement" means any equity based compensation plan or arrangements approved by the Corporation, including the Corporation's stock option plan, each as amended from time-to-time;

• (dd) "Shareholders" means the holders of Shares;

• (ee) "Shares" mean common shares of the Corporation and includes any securities of the Corporation into which such common shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed, pursuant to a Reorganization or otherwise;

• (ff) "Share Unit" means a unit credited by means of an entry on the books of the Corporation to a Participant pursuant to the Plan, representing the right to receive, subject to and in accordance with the Plan, for each Vested Share Unit one Share or the other consideration as referred to in the Plan, at the time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;

• (gg) "Stock Exchange" means the stock exchange upon which the Shares are listed, being the TSX Venture Exchange as of the Effective Date of this Plan;

• (hh) "Stock Exchange Rules" means the applicable rules of any Stock Exchange upon which Shares are listed;

• (ii) "Termination Date" means the date on which a Participant ceases, for any reason including resignation, termination, death or disability, to be an active Employee, an Eligible Consultant, or a director, as the case may be, and, in the case of a Participant who is an Employee, where the employment is terminated by the Employer, whether wrongful or for cause or otherwise, such date shall be the date notice of termination is provided and, in the case of a Participant who is an Eligible Consultant, the date the written contract between the Eligible Consultant and the Corporation or any Designated Subsidiary is terminated or expires and the Eligible Consultant no longer provides services thereunder;

• (jj) "TSX Venture Exchange" means the TSX Venture Exchange; and

• (kk) "Vested Share Units" shall mean Share Units in respect of which all vesting terms and conditions set forth in the Plan and the applicable Grant Agreement have been either satisfied or waived in accordance with the Plan.

2.2 In this Plan, unless the context requires otherwise, words importing the singular number may be construed to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.

3. GRANT OF SHARE UNITS AND TERMS

• 3.1 The Corporation may grant Share Units to such Participant or Participants in such number and at such times as the Corporation may, in its sole discretion, determine. Unless otherwise determined by the Corporation in its sole discretion, a grant of Share Units to a Participant in any calendar year will represent a right to a bonus or similar payment to be received for services rendered by such Participant to the Corporation or a Designated Subsidiary, as the case may be, in the Corporation's or Designated Subsidiary's fiscal year ending in, or coincident with, such calendar year.
• 3.2 In granting any Share Units pursuant to Section 3.1, the Corporation shall designate:
  • (a) the number of Share Units which are being granted to the Participant;
  • (b) any time or performance based or other conditions as to vesting of the Share Units to become Vested Share Units;
  • (c) whether the grant is being made in respect of the Participant's services as an Employee, Eligible Consultant, or Director;
  • (d) the Payout Date, which shall in no event be later than the Expiry Date and, unless otherwise determined on the Grant Date, shall be the third anniversary of the Grant Date; and
  • (e) the Expiry Date, which date shall be no later than (and, unless otherwise determined on the Grant Date, shall be) December 31 of the calendar year in which the third anniversary of the Grant Date occurs;

of which the items in (a), (b), and (c) shall be set out in the Grant Agreement, and the Payout Date and Expiry Date may be set out in the Grant Agreement in the Corporation's sole discretion.

3.3 Subject to the terms of the Plan, the Corporation may determine any other terms or conditions with respect to the vesting of Share Units granted pursuant to Section 3.1, in whole or in part, to become Vested Share Units or the provision of Shares under the Plan, including without limitation, provisions which make the vesting of Share Units conditional upon (i) the achievement of corporate or personal objectives, including the attainment of milestones relating to financial, operational, strategic or other objectives of the Corporation, (ii) the market price of Shares from time to time and/or the return to Shareholders, and/or (iii) any other performance criteria relating to the Participant, the Corporation, a subsidiary, or business unit. Any such conditions shall be set out in the Grant Agreement.

The conditions may relate to all or any portion of the Share Units in a grant and may be graduated such that different percentages of the Share Units in a grant will become Vested Share Units depending on the extent of satisfaction of one or more such conditions. The Corporation may, in its discretion and having regard to the best interests of the Corporation, subsequent to the Grant Date of a Share Unit, waive any resulting conditions, provided that the waiver of such conditions will not accelerate the time of payment with respect to such Share Units, and the payout will occur on the Payout Date as set forth in the Grant Agreement or pursuant to Sections 7.1 or 8.3 of the Plan, if applicable.

3.4 No Share Units granted under the Plan shall become Vested Share Units until at least one year following the Grant Date.

4. GRANT AGREEMENT

4.1 Each grant of a Share Unit will be set forth in a Grant Agreement containing terms and conditions required under the Plan and such other terms and conditions not inconsistent herewith as the Corporation may, in its sole discretion, deem appropriate.

5. SHARE UNIT GRANTS AND ACCOUNTS

5.1 An Account shall be maintained by the Corporation for each Participant. On the Grant Date, the Account will be credited with the Share Units granted to a Participant on that date.

6. PAYOUTS

• 6.1 On each Payout Date and subject to Section 6.5, the Participant shall be entitled to receive, and the Corporation shall issue or provide, Shares equal in number to the Vested Share Units in the Participant's Account to which the Payout Date relates.
• 6.2 The number of Shares to be issued or provided shall be equal to the whole number of Vested Share Units. Where the number of Share Units would result in the issue of a fractional Share Unit in the form of a fractional Share, the number of Share Units to be issued in the form of Shares shall be rounded down to the next whole number of Share Units. No fractional Shares shall be issued and such fractional Share entitlement shall be satisfied by a cash payment to the Participant in an amount equal to such fractional Share entitlement multiplied by the Market Value on the Payout Date.
• 6.3 Shares issued by the Corporation from treasury under Section 6.1 of this Plan shall be considered fully paid in consideration of past service that is no less in value than the fair equivalent of the money the Corporation would have received if the Shares had been issued for money.
• 6.4 The Corporation or a Designated Subsidiary may withhold from any amount payable to a Participant, either under this Plan, or otherwise, such amount as may be necessary so as to ensure that the Corporation or the Designated Subsidiary will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of a Participant. Each of the Corporation or a Designated Subsidiary shall also have the right in its discretion, subject to the policies of the Stock Exchange, to satisfy any such withholding tax liability by retaining, acquiring or selling on behalf of a Participant any Shares which would otherwise be issued or provided to a Participant hereunder.
• 6.5 If so determined by the Corporation, in lieu of the issue or provision of Shares, the Corporation may satisfy the issuance or provision of Shares under the Plan, in whole or in part, by the payment of a cash amount to a Participant on the Payout Date. The amount of such payment shall be equal to the number of Shares in respect of which the Corporation makes such a determination,

multiplied by the Market Value on the Payout Date, subject to any applicable withholding tax. An entitlement so paid in cash shall not be included for the purpose of determining the maximum number of Shares to be issued under the Plan in accordance with Section 11.

7. CHANGE OF CONTROL

7.1 Subject to any specific terms as to vesting of Share Units contained in any individual Grant Agreement, the Board will have the discretion, but not the obligation, to vest all or any portion of outstanding Share Units in the event of a Change of Control. In the event of a determination of the Board to accelerate vesting, and except as otherwise provided in Section 15 hereof or as otherwise determined by the Board, the Payout Date in connection with such Vested Share Units shall, notwithstanding any provisions in the Grant Agreement, be accelerated to the date of such Change of Control and the Corporation shall, as soon as practicable following such Change of Control, issue or provide Shares or make payments to such Participants with respect to such Vested Share Units in accordance with Section 6.

8. TERMINATION OF EMPLOYMENT AND FORFEITURES

• 8.1 Unless otherwise determined by the Corporation pursuant to Section 8.2, on a Participant's Termination Date, any Share Units in a Participant's Account which are not Vested Share Units shall terminate and be forfeited.
• 8.2 Notwithstanding Section 8.1, where a Participant ceases to be an Employee as a result of the termination of his or her employment without cause, then in respect of each grant of Share Units made to such Participant, at the Corporation's discretion, all or a portion of such Participant's Share Units may be permitted to continue to vest, in accordance with their terms, during any statutory or common law severance period or any period of reasonable notice required by law or as otherwise may be determined by the Corporation in its sole discretion.
• 8.3 Except as otherwise provided in Section 15, in the event a Participant's Termination Date is prior to the Payout Date with respect to any Vested Share Units in such Participant's Account, the Payout Date with respect to such Vested Share Units shall, notwithstanding any provision in the Grant Agreement, be accelerated to the Participant's Termination Date and the Corporation shall, as soon as practicable following such Termination Date, issue or provide Shares or make payment to such Participant, or Beneficiary thereof, as applicable, with respect to such Vested Share Units in accordance with Section 6.

9. FORFEITED UNITS

9.1 Notwithstanding any other provision of the Plan or a Grant Agreement, Share Units granted hereunder shall terminate on, if not redeemed or previously terminated and forfeited in accordance with the Plan, and be of no further force and effect after, the Expiry Date. In the event a Share Unit granted under the Plan is cancelled, terminated, surrendered, forfeited or expired without being exercised, and pursuant to which no Shares have been issued, the Sharesthat were issuable thereunder will be returned to the Plan and will be eligible for re-issuance.

10. ALTERATION OF NUMBER OF SHARES SUBJECT TO THE PLAN

10.1 In the event that the Shares shall be subdivided or consolidated into a different number of Shares or a distribution shall be declared upon the Shares payable in Shares, the number of Share Units then recorded in the Participant's Account shall be adjusted by replacing such number by a number equal to the number of Shares which would be held by the Participant immediately after the distribution, subdivision or consolidation, should the Participant have held a number of Shares equal to the number of Share Units recorded in the Participant's Account on the record date fixed for such distribution, subdivision or consolidation.

• 10.2 In the event there shall be any change, other than as specified in Section 10.1, in the number or kind of outstanding Shares or of any shares or other securities into which such Shares shall have been changed or for which they shall have been exchanged, pursuant to a Reorganization or otherwise, then there shall be substituted for each Share referred to in the Plan or for each share into which such Share shall have been so changed or exchanged, the kind of securities into which each outstanding Share shall be so changed or exchanged and an equitable adjustment shall be made, if required, in the number of Share Units then recorded in the Participant's Account, such adjustment, if any, to be reasonably determined by the Committee and to be effective and binding for all purposes, subject to prior approval of the TSX Venture Exchange.
• 10.3 In the case of any such substitution, change or adjustment as provided for in this Section 10, the variation shall generally require that the aggregate Market Value of the Share Units then recorded in the Participant's Account prior to such substitution, change or adjustment will be proportionately and appropriately varied so that it be equal to such aggregate Market Value after the variation.

11. RESTRICTIONS ON ISSUANCES

• 11.1 Share Units may be granted by the Corporation in accordance with this Plan provided the aggregate number of Share Units outstanding pursuant to the Plan from time to time shall not exceed 500,000 Shares. The maximum number of Shares issuable pursuant to all Security Based Compensation Arrangements, at any time, including all Share Units, options or other rights to purchase or otherwise acquire Shares, shall not exceed maximum total number of outstanding Shares approved by shareholders from time to time, which maximum equals 13,600,000 Shares as of the Effective Date of this Plan. The maximum number of shares set forth above will in each case be subject to adjustment in the event of any adjustment under Section 10.
• 11.2 The Plan is not considered an "evergreen" plan, since Share Units which have become Vested Share Units shall not be available for subsequent grants under the Plan.
• 11.3 The maximum number of Shares issuable pursuant to Share Units granted to any one Insider pursuant to the Plan during any 12 month period will not exceed 1% of the issued shares of the Corporation, calculated on the date the Share Units are granted to the Insider. The maximum number of Shares issuable pursuant to Share Units granted to any one Insider pursuant to the Plan, together with any Shares issuable to such Insider pursuant to any other Security Based Compensation Arrangement, during any 12 month period, shall not exceed 5% of the issued shares of the Corporation, as calculated on the date that the Share Units are granted.
• 11.4 The maximum number of Shares issuable pursuant to Share Units granted to Insiders (as a group), in aggregate, pursuant to the Plan at any time or during any 12 month period will not exceed 5% of the issued shares of the Corporation, calculated on the date the Share Units are granted to the Insider. The maximum number of Shares issuable pursuant to Share Units granted to Insiders (as a group), in aggregate, pursuant to the Plan, together with any Shares issuable to such Insiders pursuant to any other Security Based Compensation Arrangement, at any time or during any 12

month period, shall not exceed 10% of the issued shares of the Corporation, as calculated on the date that the Share Units are granted.

• 11.5 The maximum number of Shares issuable pursuant to Share Units granted to any one Eligible Consultant pursuant to the Plan, together with any Shares issuable to such Eligible Consultant pursuant to any other Security Based Compensation Arrangement, during any 12 month period, shall not exceed 2% of the issued shares of the Corporation, as calculated on the date that the Share Units are granted.
• 11.6 No Share Units will be granted after ten (10) years following the adoption of the Plan.

12. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

• 12.1 Until such time as the Corporation receives shareholder approval of the issuances from treasury contemplated in Section 6.1, the Plan may be amended, suspended or terminated at any time by the Board in whole or in part. No amendment of the Plan shall, without the consent of the Participants affected by the amendment, or unless required by Applicable Law, adversely affect the rights accrued to such Participants with respect to Share Units granted prior to the date of the amendment.
• 12.2 Following shareholder approval of any issuances from treasury as contemplated by Section 6.1, the Corporation may, without notice, at any time and from time to time, and without shareholder approval, amend the Plan or any provisions thereof in such manner as the Corporation, in its sole discretion, determines appropriate, including, without limitation:
  • (a) for the purposes of making formal minor or technical modifications to any of the provisions of the Plan;
  • (b) to correct any ambiguity, defective provision, error or omission in the provisions of the Plan;
  • (c) to change the vesting provisions of Share Units;
  • (d) to change the termination provisions of Share Units or the Plan which does not entail an extension beyond the original Expiry Date of the Share Units;
  • (e) to make the amendments contemplated by Section 16.1(g); or
  • (f) to make any amendments necessary or advisable because of any change in Applicable Law;

provided, however, that:

• (g) no such amendment of the Plan may be made without the consent of each affected Participant in the Plan if such amendment would adversely affect the rights of such affected Participant(s) under the Plan; and

• (h) shareholder approval shall be obtained in accordance with the requirements of the Stock Exchange for any amendment that results in:

• (i) an increase in the maximum number of Shares issuable pursuant to the Plan (other than pursuant to Section 10);

• (ii) other types of compensation through Share issuance;

• (iii) an expansion of the rights of a Participant to assign Share Units other than as set forth in Section 17.2;

• (iv) the addition of new categories of Participants (other than as contemplated by Section 10); or

• (v) any amendments to this Section 12 that will increase the Corporation's ability to amend the Plan without shareholder approval.

• 12.3 If the Corporation terminates the Plan, Share Units previously credited shall, at the discretion of the Corporation, either (a) be settled immediately in accordance with the terms of the Plan in effect at such time, or (b) remain outstanding and in effect and settled in due course in accordance with the applicable terms and conditions, in either case without shareholder approval.

• 12.4 The Corporation must obtain disinterested shareholder approval for any amendment in the Plan or a Grant Agreement that results in an extension of the Expiry Date for Share Units granted to Insiders under the Plan.

13. ADMINISTRATION

• 13.1 Unless otherwise determined by the Board, the Plan shall be administered by the Committee subject to Applicable Laws. The Committee shall have full and complete authority to interpret the Plan, to prescribe such rules and regulations and to make such other determinations as it deems necessary or desirable for the administration of the Plan. All actions taken and decisions made by the Committee shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Participants and their beneficiaries and legal representatives, each Designated Subsidiary and the Corporation. All expenses of administration of the Plan shall be borne by the Corporation.
• 13.2 The Corporation shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection with the administration of the Plan and the discharge of its duties. At such times as the Corporation shall determine, the Corporation shall furnish the Participant with a statement setting forth the details of his or her Share Units including the Grant Date and the Vested Share Units and unvested Share Units held by each Participant. Such statement shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary is given to the Corporation within 30 days after such statement is given to the Participant.
• 13.3 The Corporation may, at its discretion, appoint one or more persons or companies to provide services in connection with the Plan including without limitation, administrative and recordkeeping services.

14. BENEFICIARIES AND CLAIMS FOR BENEFITS

14.1 Subject to the requirements of Applicable Law, a Participant may designate in writing a Beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant. The Participant may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be in such form and executed and filed in such manner as the Corporation may from time to time determine.

15. SECTION 409A

• 15.1 To the extent applicable to a grant of Share Units, it is intended that the Plan comply with Section 409A, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding anything in the Plan to the contrary, the Corporation may provide in the applicable Grant Agreement with respect to Share Units granted to Participants whose benefits under the Plan are or may become subject to Section 409A, such terms and conditions as may be required for compliance with Section 409A. In addition, the following will apply to the extent that a Participant's Share Units are subject to Section 409A.

  • (a) Except as permitted under Section 409A, any Share Units, or payment with respect to Share Units, may not be reduced by, or offset against, any amount owing by the Participant to the Corporation or any Designated Subsidiary.
  • (b) A Participant's Termination Date will be the date he or she incurs a "separation from service" (within the meaning of Section 409A). Notwithstanding the foregoing, in the case of a Participant who serves as both an Employee and a Director, if the Participant is treated as having incurred a separation from service in respect of the capacity in which the Share Units were granted to the Participant under Section 3.2, but not in respect to both capacities in which the Participant performs services, then (i) any Vested Share Units that are payable under Section 8.3 on account of the Participant's Termination Date will be paid in accordance with Section 8.3 (subject to the other provisions of this Section 16), (ii) the Participant will not forfeit any unvested Share Units solely by reason of the Participant having incurred a separation from service in respect of the capacity in which the Share Units were granted to the Participant, and (iii) any such unvested Share Units will be permitted to continue to vest based on continued service as an Employee or Director, as applicable, and will be paid out on the original Payout Date, but only to the extent such Shares Units become Vested Share Units. For the avoidance of doubt, if the Participant subsequently incurs a separation from service in respect of the capacity in which the Participant continued services, then (i) any Vested Share Units will not be payable under Section 8.3, but will be paid on the original Payout Date, and (ii) any unvested Share Units will terminate and be forfeited in accordance with Sections 8.1 and 8.2.
  • (c) An entity that would otherwise be treated as a Designated Subsidiary under the Plan will be a Designated Subsidiary only if such entity would, together with the Corporation, be treated as the same "service recipient" (within the meaning of Section 409A).
  • (d) If a Participant is a "specified employee" (within the meaning of Section 409A) at the time he or she otherwise would be entitled to payment as a result of his or her separation from service, any payment that otherwise would be payable during the six-month period following such separation from service will be delayed and shall be paid on the first day of the seventh month following the date of such separation from service or, if earlier, the Participant's date of death.

• (e) A Participant's status as a specified employee shall be determined by the Corporation as required by Section 409A on a basis consistent with the regulations under Section 409A and such basis for determination will be consistently applied to all plans, programs, contracts, agreements, etc. maintained by the Corporation that are subject to Section 409A.

• (f) Each Participant and Beneficiary, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such Participant in connection with this Plan (including any taxes and penalties under Section 409A), and neither the Corporation nor any Designated Subsidiary or affiliate shall have any obligation to indemnify or otherwise hold such Participant or Beneficiary harmless from any or all of such taxes or penalties.

• (g) If and to the extent that Share Units would otherwise become payable upon a Change of Control as defined in the Plan, such payment will occur at that time only if such change of control also constitutes a "change in ownership", a "change in effective control" or a "change in the ownership of a substantial portion of the assets of the Corporation" as defined under Section 409A and applicable regulations (a "409A Change in Control"). If a Change of Control as defined in the Plan is not also a 409A Change in Control, unless otherwise permitted under Section 409A, the time for the payment of Share Units will not be accelerated and will be payable pursuant to the terms of the Plan and applicable Grant Agreement as if such Change of Control had not occurred.

• (h) In the event that the Committee determines that any amounts payable under the Plan will be taxable to a Participant under Section 409A prior to payment to such Participant of such amount, the Corporation may (i) adopt such amendments to the Plan and Share Units and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Grant Agreement and/or (ii) take such other actions as the Corporation determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A.

• (i) In Sections 7.1 and 8.3 the phrase "as soon as practicable following" a designated event will be interpreted to mean within the same calendar year as the designated event, or if later, by the 60th day following the occurrence of the designated event.

• (j) Notwithstanding the provisions in Section 12.3, upon termination of the Plan payments will be made in accordance with the regulations issued under Section 409A regarding payments upon the termination of a nonqualified deferred compensation plan.

16. UNITED STATES PARTICIPANTS

The following provisions will apply to Participants who are residents of the United States:

(a) the Share Units and any Shares that may be issued in respect of Vested Share Units pursuant to the Plan (collectively, the "Securities') have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and will constitute "restricted securities" as such term is defined in Rule 144 under the U.S. Securities Act.

(b) the Shares will be issued in certificated form and will be subject to certain restrictions on resale, assignment and transfer under applicable securities laws (including Rule 144 of the U.S. Securities Act) and, accordingly, by accepting a grant of Share Units, the Participant agrees that if it decides to offer, sell, pledge or otherwise transfer any of the Shares, the Participant will not offer, sell, pledge or otherwise transfer any of such Securities, directly or indirectly, unless the transfer is:

(i) to the Corporation, or a subsidiary thereof (though the Corporation or its subsidiaries are under no obligation to purchase any such Securities);

(ii) made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act ("Regulation S") through the facilities of the TSX Venture Exchange or otherwise in an "offshore transaction" and in compliance with applicable local laws and regulations;

(iii) made in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 under the U.S. Securities Act, if available, and provided that you have furnished to the Corporation an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect;

(iv) in another transaction that does not require registration under the U.S. Securities Act, and the Participant has furnished to the Corporation an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect; or

(v) pursuant to an effective registration statement under the U.S. Securities Act, and

in each case in compliance with any applicable state securities laws in the United States; and

(c) so long as the Shares continue to qualify as "restricted securities", all certificates representing the Shares will be endorsed with the following restrictive legend:

"THESE SECURITIES HAVE NOT BEEN 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 HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE."

17. GENERAL

• 17.1 Subject to Section 15, the transfer of an Employee from the Corporation to a Designated Subsidiary, from a Designated Subsidiary to the Corporation or from a Designated Subsidiary to another Designated Subsidiary, shall not be considered a termination of employment for the purposes of the Plan, nor shall it be considered a termination of employment if a Participant is placed on such other leave of absence which is considered by the Corporation as continuing intact the employment relationship.

• 17.2 The Plan shall enure to the benefit of and be binding upon the Corporation, its successors and assigns. The interest of any Participant under the Plan or in any Share Unit shall not be transferable or assignable other than to such Participant's Beneficiary in accordance with Section 14.1.

• 17.3 The Corporation's grant of any Share Units or issuance of any Shares hereunder is subject to compliance with Applicable Law applicable thereto. As a condition of participating in the Plan, each Participant agrees to comply with all Applicable Law and agrees to furnish to the Corporation or a Designated Subsidiary all information and undertakings as may be required to permit compliance with Applicable Law.

• 17.4 The Corporation shall not have any responsibility for or in respect of the tax consequences of a grant of Share Units to, or the receipt of Share Units or payout in respect thereof by, Participants under this Plan or otherwise in respect of the Participants' participation under the Plan. The Corporation or a Designated Subsidiary may withhold from any amount payable to a Participant, either under this Plan, or otherwise, such amount as may be necessary or desirable as determined by the Corporation in its sole discretion so as to ensure that the Corporation or the Designated Subsidiary will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding or remittance of tax or other required deductions or amounts, including on the amount, if any, includable in the income of a Participant. The Corporation shall also have the right in its discretion to satisfy any such withholding tax liability by retaining, acquiring or selling (on such terms as the Corporation determines in its sole discretion, and, in the case of a sale, without any requirement to obtain the best possible price) on behalf of a Participant any Shares which would otherwise be issued or provided to a Participant hereunder, or to require a Participant, as a condition of receiving anything under this Plan, to deliver cash or certified cheque payable to the Corporation for the amount of applicable tax as determined by the Corporation in its sole discretion.

• 17.5 A Participant shall not have the right or be entitled to exercise any voting rights, receive any distribution or have or be entitled to any other rights as a Shareholder in respect of any Share Units.

• 17.6 Neither designation of an Employee as a Participant nor the grant of any Share Units to any Participant entitles any Participant to the grant, or any additional grant, as the case may be, of any Share Units under the Plan. Neither the Plan nor any action taken thereunder shall interfere with the right of the Corporation or a Designated Subsidiary to terminate a Participant's employment, or service under contract, at any time. Neither any period of notice, if any, nor any payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall be considered as extending the period of employment for the purposes of the Plan.

• 17.7 Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any Employee's employment or any consultant's contractual relationship with the Corporation or a Designated Subsidiary.

• 17.8 The Plan shall be an unfunded obligation of the Corporation. Neither the establishment of the Plan nor the grant of any Share Units or the setting aside of assets by the Corporation (if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. The right of the Participant or Beneficiary to receive payment pursuant to the Plan shall be no greater than the right of other unsecured creditors of the Corporation.

• 17.9 This Plan is established under the laws of the Province of British Columbia and the rights of all parties and the construction of each and every provision of the Plan and any Share Units granted hereunder shall be construed according to the laws of the Province of British Columbia.

• 17.10 This Plan amends and restates, supersedes and replaces the Corporation's Amended and Restated 2020 Restricted Share Unit Plan approved by the Board on August 21, 2020 and by shareholders of the Corporation on September 25, 2020.

• 17.11 This Plan will be effective as of the date of its approval by the Board, provided that any Share Units granted prior to receipt of approval of the shareholders of the Corporation in accordance with Stock Exchange Rules will be expressly subject to receive of such shareholder approval.

DATE OF BOARD APPROVAL: September 6, 2022 (the "Effective Date").