XPhyto Therapeutics : Statement of Executive Compensation for financial year ended December 31, 2021

XPHYTO THERAPEUTICS CORP.

(the "Company")

Form 51-102F6V

Statement of Executive Compensation

For the Financial Year Ended December 31, 2021

The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V.

The following persons are considered the "Named Executive Officers" or "NEOs" for the purposes of this disclosure:

1. each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;
2. each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;
3. in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year;
4. each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table provides a summary of compensation paid or accrued, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and director of the Company during the Company's two most recent financial years ended December 31, 2020 and 2021.

Table of compensation excluding compensation securities

			Salary,
			consulting fee,				Value of all
			retainer or		Committee or	Value of	other	Total
			commission(1)	Bonus	meeting fees(2)	perquisites(3)	compensation	compensation
	Name and Position	Year	($)	($)	($)	($)	($)	($)
	Hugh Rogers, CEO and	2021	216,000	Nil	N/A	N/A	8,709	224,709
	Director	2020	180,000	Nil	N/A	N/A	Nil	180,000
	P. Joseph Meagher,	2021	8,400(5)	Nil	N/A	N/A	Nil	8,400
	CFO(4)
	Christopher Ross, Former	2021	146,000	Nil	N/A	N/A	37,436(7)	183,436
	CFO(6)	2020	150,000	Nil	N/A	N/A	5,600	155,600
	Wolfgang Probst, Director	2021	215,526	Nil	N/A	N/A	Nil	215,526
	and Former Chief	2020	183,508	Nil	N/A	N/A	Nil	183,508
	Operating Officer(8)
	Raimar Löbenberg,	2021	69,000(9)	Nil	N/A	N/A	Nil	69,000
	Director	2020	60,000	Nil	N/A	N/A	Nil	60,000
	Per S. Thoresen,	2021	9,000	Nil	N/A	N/A	Nil	9,000
	Director(10)	2020	13,323	Nil	N/A	N/A	Nil	13,323

Table of compensation excluding compensation securities

			Salary,
			consulting fee,				Value of all
			retainer or		Committee or	Value of	other	Total
			commission(1)	Bonus	meeting fees(2)	perquisites(3)	compensation	compensation
	Name and Position	Year	($)	($)	($)	($)	($)	($)
	Peter Damouni,	2021	96,000(12)	Nil	N/A	N/A	Nil	96,000
	Director(11)
	Thomas Beckert,	2021	242,444(14)	Nil	N/A	N/A	Nil	242,444
	Managing Director of	2020	247,735(15)	Nil	N/A	N/A	Nil	247,735
	Vektor Pharma TF
	GmbH(13)

1. Paid or accrued salaries and/or consulting fees.
2. There is no standard meeting fee or committee fee for attendance at Board meetings or for service on committees.
3. The value of perquisites and benefits, if any, was less than $15,000.
4. Mr. Meagher was appointed CFO on November 19, 2021.
5. Consulting fees paid to a company wholly-owned by Mr. Meagher.
6. Mr. Ross resigned as CFO on November 19, 2021.
7. Includes $33,168 of professional fees paid to a company controlled by Mr. Ross.
8. Mr. Probst acted as Chief Operating Officer from April 20, 2021 to December 12, 2021.
9. Includes $60,000 of research and lab expense paid to a company controlled by Mr. Löbenberg.
10. Mr. Thoresen was appointed a director on November 3, 2020.
11. Mr. Damouni was elected a director by the shareholders of the Company on July 30, 2021.
12. Includes $90,000 of consulting fees paid to a company controlled by Mr. Damouni.
13. Vektor Pharma TF GmbH ("Vector") is a wholly owned subsidiary of the Company, the acquisition of which was completed on September 13, 2019.
14. Mr. Beckert was paid €162,000. The Canadian dollar amount was calculated using the average rate of conversion for the 2021 calendar year of 1.4966 multiplied by the amount paid in Euros.
15. Mr. Beckert was paid €162,000. The Canadian dollar amount was calculated using the average rate of conversion for the 2020 calendar year of 1.59231 multiplied by the amount paid in Euros.

Stock Options and Other Compensation Securities

The following table sets out the compensation securities granted by the Company to the Named Executive Officers and directors of the Company during the Company's most recent financial year ended December 31, 2021.

			Compensation Securities
			Number of			Closing
			compensation			price of	Closing
			securities,		Issue,	security or	price of
			number of		conver-	underlying	security or
			underlying		sion or	security on	underlying
	Name and	Type of	securities, and		exercise	date of	security at
	position	compensation	percentage of	Date of Issue or	price	grant	year end
		security	class	grant	($)	($)	($)	Expiry date
	Hugh Rogers(1)	Stock Options	300,000	November 29,	1.25	1.14	1.08	November 29,
	CEO and Director		300,000	2021				2026
			4.7%
	Joseph	Stock Options	200,000	November 29,	1.25	1.14	1.08	November 29,
	Meagher(2)		200,000	2021				2026
	CFO		3.1%
		Stock	300,000	June 1, 2021	2.14	2.14	1.08	June 1, 2023
		Options(4)	300,000
	Peter Damouni(3)		4.7%
	Director	Stock	1,000,000	November 29,	1.25	1.14	1.08	November 29,
		Options(4)	1,000,000	2021				2026
			15.7%

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		Compensation Securities
		Number of			Closing
		compensation			price of	Closing
		securities,		Issue,	security or	price of
		number of		conver-	underlying	security or
		underlying		sion or	security on	underlying
Name and	Type of	securities, and		exercise	date of	security at
position	compensation	percentage of	Date of Issue or	price	grant	year end
	security	class	grant	($)	($)	($)	Expiry date
Thomas	Stock Options	250,000	November 29,	1.25	1.14	1.08	November 29,
Beckert(5)		250,000	2021				2026
Managing Director		3.9%
of Vektor

1. As at December 31, 2021, Mr. Rogers held stock options to purchase a total of 1,150,000 common shares.
2. As at December 31, 2021, Mr. Meagher held stock options to purchase a total of 200,000 common shares.
3. Held in the name of 12538938 Canada Inc., a private company wholly owned by Mr. Damouni.
4. As at December 31, 2021, Mr. Damouni through 12538938 Canada Inc. held stock options to purchase a total of 1,300,000 common shares.
5. As at December 31, 2021, Mr. Beckert held stock options to purchase a total of 250,000 common shares.

No compensation securities were exercised by the Named Executive Officers or directors during the most recent financial year ended December 31, 2021.

Stock Options Plans and Other Incentive Plans

The Company has in place a stock option plan (the "Option Plan"), approved by shareholders on July 30, 2021. The Option Plan is administered by the Board of Directors of the Company (the "Board"). In determining the number of incentive options to be granted, the Board considers previous grants of options and the overall number of outstanding options relative to the number of outstanding common shares, as well as the degree of effort, time, responsibility, ability, experience and level of commitment of the executive officer or director.

The following is a summary of the material terms of the Option Plan:

1. the maximum number of options which may be granted to any one holder under the Option Plan within any 12 month period shall be 5% of the number of issued and outstanding common shares (unless the Company has obtained disinterested shareholder approval if required by applicable laws);
2. if required by applicable laws, disinterested shareholder approval is required to the grant to related persons, within a 12 month period, of a number of options which, when added to the number of outstanding Options granted to related persons within the previous 12 months, exceed 10% of the issued common shares;
3. the expiry date of an option shall be no later than the tenth anniversary of the grant date of such option;
4. the maximum number of options which may be granted to any one consultant within any 12 month period must not exceed 2% of the number of issued and outstanding common shares;
5. the maximum number of options which may be granted within any 12 month period to employees or consultants engaged in investor relations activities must not exceed 2% of the number of issued and outstanding common shares and such Options must vest in stages over 12 months with no more than 25% of the options vesting in any three month period;
6. the exercise price of any option issued under the Option Plan shall not be less than the Market Value (as defined in the Option Plan) of the common shares as of the grant date; and
7. the Board, or any committee to whom the Board delegates, may determine the vesting schedule for any Option.

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The Company also has in place a Restricted Share Unit Plan (the "RSU Plan") approved by shareholders on July 30,

2021. The following is a summary of the material terms of the RSU Plan:

Administration

The RSU Plan shall be administered by the Board, which will have the full and final authority to provide for the granting, vesting, settlement and the method of settlement of Restricted Share Units ("RSUs") granted thereunder. RSUs may be granted to directors, officers, employees or consultants of the Company, as the Board may from time to time designate. The Board has the right to delegate the administration and operation of the RSU Plan to a committee and/or any member of the Board.

Number of Common Shares Reserved

Subject to adjustment as provided for in the RSU Plan, the aggregate number of common shares which will be available for issuance under the RSU Plan will not, when combined with common shares reserved for issuance pursuant to other share compensation arrangements (including the Option Plan) exceed 20% of the number of common shares which are issued and outstanding on the particular date of grant. If any RSU expires or otherwise terminates for any reason without having been exercised in full, the number of common shares in respect of such expired or terminated RSU shall again be available for the purposes of granting RSUs pursuant to the RSU Plan.

Granting, Settlement and Expiry of RSUs

Under the RSU Plan, eligible persons may (at the discretion of the Board) be allocated a number of RSUs as the Board deems appropriate, with vesting provisions also to be determined by the Board. Upon vesting, subject to the provisions of the RSU Plan, the RSU holder may settle its RSUs during the settlement period applicable to such RSUs, provided that no expiry date or any vesting date is a date that is more than three years from the Grant Date (as such term is defined in the RSU Plan). A RSU holder shall be entitled to receive one common share for each vested RSU or, at the sole option of the Company, a cash payment equal to the number of RSUs vested, multiplied by the market price of common shares on the redemption date.

Termination

Except as otherwise determined by the Board:

1. all RSUs held by the RSU holder (whether vested or unvested) shall terminate automatically on the date which the RSU holder cases to be eligible to participate in the RSU Plan or otherwise on such date on which the Company terminates its engagement of the RSU holder (the "RSU Holder Termination Date") for any reason other than as set forth in paragraph (b) and (c) below;
2. in the case of a termination of the RSU holder's service by reason of (A) termination by the Company or any subsidiary of the Company other than for cause, or (B) the RSU holder's death or disability, the RSU holder's unvested RSUs shall vest automatically as of such date, and on the earlier of the original expiry date and any time during the 90 day period commencing on the date of such termination of service (or, if earlier, the RSU Holder Termination Date), the RSU holder (or their executor or administrator, or the person or persons to whom the RSUs are transferred by will or the applicable laws of descent and distribution) will be eligible to request that the Company settle their vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the RSU Holder Termination Date) the RSU holder fails to elect to settle a vested RSU, the RSU holder shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the RSU Holder Termination Date) and to receive common shares in respect thereof;
3. in the case of a termination of the RSU holder's services by reason of voluntary resignation, only the RSU holder's unvested RSUs shall terminate automatically as of such date, and any time during the 90 day period commencing on the date of such termination of service (or, if earlier, the RSU Holder Termination Date), the RSU holder will be eligible to request that the Company settle their vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the RSU Holder Termination Date) the RSU holder

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fails to elect to settle a vested RSU, the RSU holder shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the RSU Holder Termination Date) and to receive common shares in respect thereof;

1. for greater certainty, where a RSU holder's employment, term of office or other engagement with the Company terminates by reason of termination by the Company or any subsidiary of the Company for cause then any RSUs held by the RSU holder (whether unvested or vested) at the RSU Holder Termination Date, immediately terminate and are cancelled on the RSU Holder Termination Date or at a time as may be determined by the Board, in its discretion;
2. a RSU holder's eligibility to receive further grants of RSUs under the RSU Plan ceases as of the earliest of the date the RSU holder resigns from or terminates its engagement with the Company or any subsidiary of the Company and the date that the Company or any subsidiary of the Company provides the RSU holder with written notification that the RSU holder's employment, term of office or engagement, as the case may be, is terminated, notwithstanding that such date may be prior to the RSU Holder Termination Date; and
3. for the purposes of the RSU Plan, a RSU holder shall not be deemed to have terminated service or engagement where the RSU holder: (i) remains in employment or office within or among the Company or any subsidiary of the Company or (ii) is on a leave of absence approved by the Board.

Employment, Consulting and Management Agreements

Hugh Rogers - The Company entered into an employment agreement with Hugh Rogers ("Rogers") dated January 1, 2019 (the "Rogers Agreement"), to remain in force subject to termination as provided in the Rogers Agreement. Rogers currently receives a gross salary of $216,000 per annum, payable in equal monthly installments and reviewable by the Company on an annual basis. Rogers is entitled to stock options as determined by the Company. Rogers may receive bonus payments at the sole discretion of the Board. The Company can terminate the Rogers Agreement for just cause without notice, at which time only the amounts owing at termination will be payable. Should the Company terminate Rogers' employment without just cause or Rogers terminates the Rogers Agreement for good reason, the Company must pay Rogers a termination fee equal to 24 months of Rogers' then current monthly salary. If in 12 months following a change of control, the Company terminates Rogers' employment without just cause or if Rogers terminates the Rogers Agreement within six months after a change of control for good reason, then the Company shall pay Rogers an amount equal to 24 months of Rogers' then current monthly salary. Assuming a change of control occurred as of the date hereof and Rogers' employment was terminated without just cause or Rogers terminated the Rogers Agreement for good reason, Rogers would be entitled to an estimated payment of $432,000.

Patrick Joseph Meagher - The Company entered into a consulting agreement with P. Joseph Meagher and Meagher Consulting Inc. (together "Meagher") on November 8, 2021, to remain in effect for 12 months, unless extend by mutual written agreement, by which Meagher acts as CFO of the Company and provides related services. Under the terms of the agreement, Meagher receives a fee of $6,000 (plus GST) per month.

Wolfgang Probst - BUNKER Pflanzenextrakte GmbH ("Bunker"), a wholly-owned subsidiary of the Company, entered into an employment agreement with Wolfgang Probst effective January 1, 2019, under which Mr. Probst receives a salary of €12,000 per month. Should the employment relationship be terminated with due notice by Bunker during the fixed term period of employment, Mr. Probst was entitled to receive a severance payment in the amount of the gross salary which would otherwise have been accrued between the effective period of such termination notice and December 31, 2021.

Except as disclosed above, none of the Named Executive Officers or directors of the Company entered into any employment, consulting or management agreements with the Company during the financial year ended December 31, 2021, nor were any outstanding as of that date. The Named Executive Officers and directors who do not have a written agreement with the Company or a subsidiary of the Company and received compensation did so under verbal agreements with the Company.

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