Nubeva Technologies : Amended and Restated 2020 Share Option Plan dated August 21, 2020

RATIFIED AND APPROVED BY SHAREHOLDERS

SEPTEMBER 25, 2020

NUBEVA TECHNOLOGIES LTD.

AMENDED AND RESTATED

2020 SHARE OPTION PLAN (FIXED)

ARTICLE 1

PURPOSE AND INTERPRETATION

Purpose

1. The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies (or, if applicable, NEX Policies) and any inconsistencies between this Plan and TSX Venture Policies (or, if applicable, NEX Policies) will be resolved in favour of the latter.
2. This Plan amends, restates, supersedes and replaces the Company's Share Option Plan dated for reference June 26, 2018 and amended on July 17, 2019 (the "Original Plan").

Definitions

1.3In this Plan

1. Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;
2. Associate has the meaning set out in the Securities Act;
3. Black-outPeriod means an interval of time during which the Company has determined 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, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company's insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject);
4. Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;
5. California Participant means a Participant whose grant of Options is issued in reliance on Section 25102(o) of the California Corporations Code;
6. Change of Control includes situations where after giving effect to the contemplated transaction and as a result of such transaction:
7. 1. 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 Company which, together with any other voting securities of the Company held by such person or company or persons or companies, constitute, in the aggregate, more than 20% of all outstanding voting securities of the Company;

1. 1. an amalgamation, arrangement or other form of business combination of the Company 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 Company (including a merged or successor company) resulting from the business combination;
   2. the sale, lease or exchange of all or substantially all of the property of the Company to another person, other than a subsidiary of the Company or other than in the ordinary course of business of the Company; or
   3. 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;
2. Code means the Internal Revenue Code of 1986, as amended;
3. Common Shares means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture (or, NEX, as the case may be);
4. Company means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law;
5. Consultant means an individual or Consultant Company, other than an Employee, Officer or Director that:
6. 1. provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company, other than services provided in relation to a Distribution;
   2. provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;
   3. in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and
   4. has a relationship with the Company or an Affiliate of the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;
7. Consultant Company means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;
8. Directors means the directors of the Company as may be elected from time to time;
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1. Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
2. Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company's shareholders at a duly constituted shareholders' meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
3. Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;
4. Effective Date for an Option means the date of grant thereof by the Board;
5. Employee means:
6. 1. an individual who is considered an employee under the Income Tax Act Canada (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);
   2. an individual who works full-time for the Company or a subsidiary thereof providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or
   3. an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;
7. Exchange Act means the Securities Exchange Act of 1934, as amended;
8. Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
9. Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof;
10. Expiry Date means the day on which an Option lapses as specified in the Option Agreement therefor or in accordance with the terms of this Plan;
11. Incentive Stock Option or ISO is an option awarded to a US Participant that is intended to comply with Section 422 of the Code;
12. Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;
13. Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
14. Listed Security means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market
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system security on an interdealer quotation system by the Financial Industry Regulatory Authority (or any successor thereto);

1. Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

1. Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;
2. NEX means a separate board of the TSX Venture for companies previously listed on the TSX Venture or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;
3. NEX Issuer means a company listed on NEX;
4. NEX Policies means the rules and policies of NEX as amended from time to time;
5. Nonstatutory Stock Option or NSO is an Option other than an ISO that is awarded to a US Participant;
6. Officer means a Board appointed officer of the Company;
7. Option means the right to purchase Common Shares granted hereunder to a Service Provider;
8. Option Agreement means the notice of grant of an Option and related stock option agreement entered into between the Company and each a Service Provider in respect of Options granted under this Plan;
9. Optioned Shares means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;
10. Optionee means the recipient of an Option hereunder;
11. Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;
12. Participant means a Service Provider that becomes an Optionee;
13. Permanent Disability shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant's position with the Company or any Parent or Subsidiary because of the sickness or injury of the Participant;
14. Person includes a company, any unincorporated entity, or an individual;
15. Plan means this share option plan, the terms of which are set out herein or as may be amended;
16. Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;
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1. Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;
2. Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;
3. Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;
4. Share Compensation Arrangement means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan, restricted share plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;
5. Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders' meeting;
6. Take Over Bid means a take-over bid as defined in National Instrument 62-104(Take-over Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company;
7. TSX Venture or TSX-V means the TSX Venture Exchange and any successor thereto; and
8. TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time;
9. US Option means an ISO or NSO granted to a U.S. Participant; and
10. US Participant means a Participant who is subject to United States income tax.

Other Words and Phrases

1.4Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, NEX Policies).

Gender

1.5Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2

SHARE OPTION PLAN

Establishment of Share Option Plan

2.1The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

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