Exhibit 4.1
IMV INC.
AMENDED STOCK OPTION PLAN
An amended stock option plan (the “
Plan
”),
pursuant to which options to purchase common shares (the “
Shares
”) in the capital of IMV Inc. (the “
Corporation
”)
may be granted to the directors, officers, employees and consultants of the Corporation and its subsidiaries, is hereby established
on the terms and conditions set forth herein.
The purpose of this Plan is to advance
the interests of the Corporation by encouraging the directors, officers, employees, consultants and holding companies of such persons
of the Corporation and its subsidiaries to acquire Shares, thereby: (i) increasing the proprietary interests of such persons in
the Corporation; (ii) aligning the interests of such persons with the interests of the Corporation’s shareholders generally;
(iii) encouraging such persons to remain associated with the Corporation; (iv) furnishing such persons with an additional
incentive in their efforts on behalf of the Corporation; and (v) attracting new directors, officers, employees and consultants.
In this Plan:
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(a)
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“
Affiliate
” means, with respect to any person, any other person that controls
or is controlled by or is under common control with the referent person;
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(b)
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“
Black-Out Period
” means any period during which a policy of the Corporation
prevents a Participant from trading in the Shares or in any other securities of the Corporation or exercising or converting any
exercisable or convertible securities of the Corporation including the Options;
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(c)
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“
Board
” means the board of directors of the Corporation;
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(i)
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the continued failure by the Participant to substantially perform his duties in connection with
his employment by, or service to, the Corporation or its subsidiaries (other than as a result of a permanent disability) after
the Corporation or its subsidiaries, as the case may be, has given the Participant reasonable written notice of such failure and
a reasonable opportunity to correct it;
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(ii)
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the engaging by the Participant in any act which is injurious to the Corporation or its subsidiaries
or their reputation, financially or otherwise;
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(iii)
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the engaging by the Participant in any act resulting or intended to result, directly or indirectly,
in personal gain to the Participant at the expense of the Corporation or its subsidiaries;
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(iv)
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the conviction of the Participant by a court of competent jurisdiction on any charge involving
fraud, theft or moral turpitude by the Participant in connection with the business of the Corporation or its subsidiaries; or
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(v)
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any other conduct that would constitute cause at common law.
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(e)
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“
Change of Control
” includes:
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(i)
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any change in the holding, direct or indirect, of the shares of the Corporation as a result of
which a person, or group of persons acting jointly or in concert within the meaning of the
Securities Act
(Nova Scotia),
are in a position to exercise effective control of the Corporation;
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(ii)
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the sale to a person, or group of persons acting jointly or in concert within the meaning of the
Securities Act
(Nova Scotia), of assets which aggregate more than 50% of the assets (measured by fair market value) of the
Corporation and its Affiliates;
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(iii)
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an amalgamation, arrangement or other form of business combination of the Corporation with
another corporation that results in the holders of voting securities of that other corporation holding, in the aggregate,
more than 50% of all outstanding voting securities of the Corporation resulting from the business combination; or
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(iv)
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any other transaction that is deemed to be a “Change
of Control” for the purposes of this Plan by the Board, in its sole discretion.
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(f)
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“
Market Price
” means the market price of the Shares at the date of grant of
the Options, calculated as the VWAP, provided that if the date of grant of the Options would happen during a Black-Out Period,
the Market Price will be such trading price for the five trading days commencing on the third trading day following the end of
the Black-Out Period and the last day of that five-day period shall be the date of grant of the Options, or, if the Shares are
not listed on a stock exchange, the fair market value of a Share on the day immediately preceding the date of grant of the Options
as determined by the Board.
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(g)
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“
VWAP
” means the volume weighted average trading price of the Shares on the
principal stock exchange on which the Shares are trading for the five trading days immediately preceding the day on which the Option
is granted or exercised, as the case may be, rounded up to the nearest cent.
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(a)
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This Plan shall be administered by the Board.
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(b)
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Subject to the terms and conditions set forth herein, the Board is authorized to provide for the
granting, exercise and method of exercise of Options (as defined in paragraph 4(d) below), all on such terms (which may vary
between Options granted from time to time) as it shall determine. In addition, the Board shall have the authority to: (i) construe
and interpret this Plan and all option agreements entered into hereunder; (ii) prescribe, amend and rescind rules and regulations
relating to this Plan; and (iii) make all other determinations necessary or advisable for the administration of this Plan. All
determinations and interpretations made by the Board shall be binding on all Participants (as defined in paragraph 7(a) below)
and on their legal, personal representatives and beneficiaries.
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(c)
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Notwithstanding the foregoing or any other provision contained herein, the Board shall have the
right to delegate the administration and operation of this Plan, in whole or in part, to a committee of the Board or to the President
or any other officer of the Corporation. Whenever used herein, the term “Board” shall be deemed to include any committee
or officer to which the Board has, fully or partially, delegated responsibility and/or authority relating to the Plan or the administration
and operation of this Plan pursuant to this Section 4.
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(d)
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Options to purchase the Shares granted hereunder (“
Options
”) shall be evidenced
by (i) an agreement, signed on behalf of the Corporation and by the person to whom an Option is granted, which agreement shall
be substantially in the form of Schedule A attached hereto, or (ii) a written notice or other instrument, signed by the Corporation,
setting forth the material attributes of the Options.
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5.
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Shares Subject to Plan
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(a)
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Subject to Section 16 below, the securities that may be acquired by Participants upon the
exercise of Options shall consist of authorized but unissued Shares. Whenever used herein, the term “
Shares
”
shall be deemed to include any other securities that may be acquired by a Participant upon the exercise of an Option, the terms
of which have been modified in accordance with Section 16 below.
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(b)
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The aggregate number of Shares reserved for issuance under this Plan shall be equal to 3,437,500
Shares, subject to any adjustment as is provided for by Section 16.
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(c)
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If any Option granted under this Plan shall expire or terminate for any reason without having been
exercised in full, any unpurchased Shares to which such Option relates shall be available for the purposes of the granting of Options
under this Plan.
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6.
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Maintenance of Sufficient Capital
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The Corporation shall at all times during
the term of this Plan ensure that the number of Shares it is authorized to issue shall be sufficient to satisfy the Corporation’s
obligations under all outstanding Options granted pursuant to this Plan.
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7.
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Eligibility and Participation
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(a)
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The Board may, in its discretion, select any of the following persons to participate in this Plan:
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(i)
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directors of the Corporation or its subsidiaries;
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(ii)
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officers of the Corporation or its subsidiaries;
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(iii)
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employees of the Corporation or its subsidiaries;
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(iv)
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consultants of the Corporation or its subsidiaries; and
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(v)
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holding companies of the persons listed in paragraphs 7(a)(i) to 7(a)(iv) above,
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(any such person having been
selected for participation in this Plan by the Board is herein referred to as a “
Participant
”). The Corporation
represents that directors, officers, employees, consultants and holding companies of such persons granted Options under this Plan
are bona fide directors, officers, employees and consultants of the Corporation or its subsidiaries or holding companies of such
persons.
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(b)
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The Board may from time to time, in its discretion, grant an Option to any Participant, upon such
terms, conditions and limitations as the Board may determine, including the terms, conditions and limitations set forth herein,
provided that Options granted to any Participant shall be approved by the shareholders of the Corporation if the rules of any stock
exchange on which the Shares are listed require such approval.
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(a)
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The Board shall, at the time an Option is granted under this Plan, fix the exercise price at which
Shares may be acquired upon the exercise of such Option provided that such exercise price shall not be less than the Market Price.
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(b)
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If approved by the Board, in lieu of paying the exercise price for the Shares that may be issued
pursuant to the exercise of Options, the Participant may elect to acquire the number of Shares determined by subtracting the exercise
price from the VWAP, multiplying the difference by the number of Shares in respect of which the Option was otherwise being exercised
and then dividing that product by such VWAP. In such event, the number of Shares as so determined (and not the number of Shares
to be issued under the Option) will be deemed to be purchased and issued under the Plan and all the Options surrendered will be
cancelled.
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(c)
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The Corporation will withhold taxes to the extent required by applicable laws in respect of the
exercise of Options and the issuance of Shares or the payment of any amounts under this Plan and shall have the right to require
that a Participant remit to the Corporation an amount in cash sufficient to satisfy any applicable withholding tax requirements.
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9.
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Number of Optioned Shares
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The number of Shares that may be acquired
under an Option granted to a Participant shall be determined by the Board as at the time the Option is granted, provided that:
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(a)
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during any twelve (12) month period, the number of Shares issued to insiders under this Plan or
any other security based compensation arrangement (as such term is defined in the Toronto Stock Exchange Company Manual) of the
Corporation shall not exceed ten percent (10%) of the issued and outstanding Shares; and
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(b)
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the number of Shares issuable to insiders, at any time, under this Plan or any other security based
compensation arrangement (as such term is defined in the Toronto Stock Exchange Company Manual) of the Corporation shall not exceed
ten percent (10%) of the issued and outstanding Shares.
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(a)
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The period during which an Option may be exercised (the “
Option Period
”) shall
be determined by the Board at the time the Option is granted, subject to any vesting limitations which may be imposed by the Board
in its sole unfettered discretion at the time such Option is granted and Sections 12, 13 and 17 below, provided that:
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(i)
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no Option shall be exercisable for a period exceeding ten (10) years from the date the Option is
granted;
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(ii)
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no Option in respect of which shareholder approval is required under the rules of any stock exchange
or exchanges on which the Shares are then listed shall be exercisable until such time as the Option has been approved by the shareholders
of the Corporation; and
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(iii)
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the Board may, subject to the receipt of any necessary regulatory approvals or shareholder approvals,
in its sole discretion, accelerate the time at which any Option may be exercised, in whole or in part.
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(b)
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If the date on which an Option expires occurs during or within 10 business days after the last
day of a Black-Out Period, the expiry date for the Option will be the last day of such 10 business day period.
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11.
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Method of Exercise of Option
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(a)
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Except as set forth in Sections 12, 13 and 17 below or as otherwise determined by the Board,
no Option may be exercised unless the holder of such Option (or, in the case of an Option issued to a holding company, the holding
company’s owner) is, at the time the Option is exercised, a director, officer, employee, consultant of the Corporation or
its subsidiaries (as the case may be).
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(b)
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Options that are otherwise exercisable in accordance with the terms thereof may be exercised in
whole or in part from time to time.
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(c)
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Any Participant (or his legal, personal representative) wishing to exercise an Option shall deliver
to the Corporation:
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(i)
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a written notice expressing the intention of such Participant (or his legal, personal representative)
to exercise his Option and specifying the number of Shares in respect of which the Option is exercised; and
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(ii)
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subject to Section 8(b), a cash payment, certified cheque or bank draft representing the full
purchase price of the Shares in respect of which the Option is exercised.
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(d)
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Upon the exercise of an Option as aforesaid, the Corporation shall use reasonable efforts to forthwith
deliver, or cause the registrar and transfer agent of the Shares to deliver, to the relevant Participant (or his legal, personal
representative) or to the order thereof, a certificate representing the aggregate number of fully paid and non-assessable Shares
in respect of which the Option has been duly exercised. All Options granted under this Plan and Shares issued upon the exercise
thereof shall bear any legend which may be required under applicable securities legislation.
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(e)
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The issuance of Shares upon the exercise of Options must comply with all applicable securities
laws. Without limiting the foregoing, any Shares issued upon exercise of Options granted pursuant to this Plan must be registered
under the United States Securities Act of 1933, as amended (the “
U.S. Securities Act
”), and all applicable state
securities laws or must comply with the requirements of an exemption or exclusion therefrom. If the Shares issued upon exercise
of Options are issued in reliance upon an exemption from the registration requirements of the U.S. Securities Act and applicable
state securities laws, such Shares will be “restricted securities” (as such term is defined in Rule 144 under the U.S.
Securities Act) and the certificate representing such Shares will bear a legend restricting the transfer of such securities under
the U.S. Securities Act and applicable state securities laws. The Board may require that a Participant provide certain representations,
warranties and certifications to the Corporation to satisfy the requirements of applicable securities laws, including without limitation,
the registration requirements of the U.S. Securities Act and applicable state securities laws or exemptions or exclusions therefrom.
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12.
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Ceasing to be a Director, Officer, Employee or Consultant
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(a)
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Subject to Section 17, if any Participant shall cease to hold the position or positions as
director, officer, employee or consultant of the Corporation or its subsidiaries (as the case may be) for any reason other than
being dismissed from his office or employment for Cause, death or permanent disability, his Option will terminate at 6:00 p.m.
(Halifax time) on the earlier of the date of the expiration of the Option Period and 90 days after the date such Participant ceases
to hold the position or positions as director, officer, employee or consultant of the Corporation or its subsidiaries (as the case
may be). During this period, a Participant may exercise his Option to the extent he was entitled to at the date of such cessation.
Options that had not vested on the date of such cessation shall be immediately cancelled.
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(b)
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If any Participant shall cease to hold the position or positions as director, officer, employee
or consultant of the Corporation or its subsidiaries (as the case may be) as a result of being dismissed from his office or employment
for Cause or a Participant’s contract as a consultant being terminated before its normal termination date for Cause, including
where a Participant resigns his office or employment or terminates his contract as a consultant after being requested to do so
by the Corporation or its subsidiaries as an alternative to being dismissed or terminated by the Corporation or its subsidiaries
for Cause, his Options shall immediately be cancelled and may not be exercised as of the termination or dismissal date.
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(c)
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Neither the selection of any person as a Participant nor the granting of an Option to any Participant
under this Plan shall: (i) confer upon such Participant any right to continue as a director, officer, employee or consultant of
the Corporation or its subsidiaries (as the case may be); or (ii) be construed as a guarantee that the Participant will continue
as a director, officer, employee or consultant of the Corporation or its subsidiaries (as the case may be).
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13.
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Death or Permanent Disability of a Participant
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In the event of the death or permanent
disability of a Participant, any Option previously granted to him shall be exercisable until the end of the Option Period or until
the expiration of 12 months after the date of death or permanent disability of such Participant, whichever is earlier, and then,
in the event of death or permanent disability, only:
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(a)
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by the person or persons to whom the Participant’s rights under the Option shall pass by
the Participant’s will or applicable law; and
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(b)
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to the extent that he was entitled to exercise the Option as at the date of his death or permanent
disability. Options that had not vested on the date of his death or permanent disability shall be immediately cancelled.
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14.
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Rights of Participants
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No person entitled to exercise any Option
granted under this Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares
issuable upon exercise of such Option until such Shares have been paid for in full and issued to such person.
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15.
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Proceeds from Exercise of Options
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The proceeds from any sale of Shares issued
upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time
for such corporate purposes as the Board may determine and direct.
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(a)
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The number of Shares subject to the Plan shall be increased or decreased proportionately in the
event of the subdivision or consolidation of the outstanding Shares of the Corporation, and in any such event a corresponding adjustment
shall be made to the number of Shares deliverable upon the exercise of any Option granted prior to such event without any change
in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each
Share that may be acquired upon the exercise of the Option. In case the Corporation is reorganized or merged or consolidated or
amalgamated with another corporation, appropriate provisions shall be made for the continuance of the Options outstanding under
this Plan and to prevent any dilution or enlargement of the same.
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(b)
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Adjustments under this Section 16 shall be made by the Board, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Shares shall be issued
upon the exercise of an Option following the making of any such adjustment.
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(a)
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Notwithstanding any other provision herein, in the event of a proposed Change of Control, the Board
may, as deemed necessary or equitable by the Board in its sole discretion and subject to regulatory approvals, as applicable, determine
the manner in which all unexercised Options granted under the Plan will be treated including, for example, accelerating the vesting
of the Options, accelerating the expiry of the Option Period of the Options and accelerating the time for the fulfillment of any
conditions or restrictions on such exercise.
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(b)
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All determinations of the Board under this Section 17 will be binding for all purposes of
the Plan.
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All benefits, rights and Options accruing
to any Participant in accordance with the terms and conditions of this Plan shall be non-transferable and non-assignable unless
specifically provided herein and unless such transfer or assignment complies with all applicable securities laws. During the lifetime
of a Participant, any Options granted hereunder may only be exercised by the Participant and in the event of the death or permanent
disability of a Participant, by the person or persons to whom the Participant’s rights under the Option pass by the Participant’s
will or applicable law.
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19.
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Amendment and Termination of Plan
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(a)
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The Board may, at any time, suspend or terminate this Plan. The Board may also, at any time, amend
or revise the terms of this Plan subject to the receipt of all necessary regulatory and shareholders approvals, provided that no
such amendment or revision shall alter the terms of any Options theretofore granted under this Plan.
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(b)
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Without limiting the generality of the foregoing, the Board may make the following types of amendments
to this Plan without seeking the approval of the shareholders of the Corporation:
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(i)
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amendments of a “housekeeping” nature including, without limiting the generality of
the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement
any provision of the Plan that is inconsistent with any other provision of the Plan;
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(ii)
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amendments necessary to comply with the provisions of applicable laws (including, without limitation,
the rules, regulations and policies of the Toronto Stock Exchange);
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(iii)
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amendments necessary in order for Options to qualify for favourable treatment under applicable
taxation laws;
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(iv)
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amendments respecting the administration of the Plan;
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(v)
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any amendment to the vesting provisions of the Plan;
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(vi)
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in addition to the changes that may be made pursuant to Sections 16 and 17, amend any term
of any outstanding Option (including, without limitation, the exercise price, vesting and expiry of the Option), provided that,
(A) if the amendments would reduce the exercise price or extend the expiry date of Options granted to insiders, other than as authorized
pursuant to Sections 16 and 17, approval of the disinterested shareholders of the Corporation must be obtained; and (B) the
Board of Directors would have had the authority to initially grant the Option under the terms as so amended;
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(vii)
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any amendment to the early termination provisions of the Plan or any Option, whether or not such
Option is held by an insider of the Corporation, provided such amendment does not entail an extension beyond the original expiry
date;
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(viii)
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any amendment to the termination provisions of the Plan or any Option, provided any such amendment
does not entail an extension of the expiry date of such Option beyond its original expiry date;
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(ix)
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the addition or modification of a cashless exercise feature, payable in cash or in securities,
which provides for a full or partial deduction of the number of Shares reserved for issuance under this Plan;
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(x)
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amendments necessary to suspend or terminate the Plan; and
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(xi)
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any other amendment, whether fundamental or otherwise, not requiring shareholders’ approval
under applicable laws.
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(c)
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Notwithstanding the provisions of Section 19(b), the Board may not, without the approval of
the shareholders of the Corporation, make amendments to the Plan for any of the following purposes:
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(i)
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to increase the maximum number of Shares that may be issued pursuant to Options granted under the
Plan as set out in Section 5(b);
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(ii)
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to reduce the exercise price of Options for the benefit of an insider of the Corporation;
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(iii)
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to extend the expiry date of Options for the benefit of an insider of the Corporation;
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(iv)
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to increase the maximum number of Shares issuable pursuant to Section 9; and
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(v)
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to amend the provisions of this Section 19(c).
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(d)
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In the event of any conflict between Sections 19(b) and 19(c), the latter shall prevail.
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The obligation of the Corporation to issue
and deliver Shares in accordance with this Plan and Options granted hereunder is subject to applicable securities legislation and
to the receipt of any approvals that may be required from any regulatory authority or stock exchange having jurisdiction over the
securities of the Corporation. If Shares cannot be issued to a Participant upon the exercise of an Option for any reason whatsoever,
the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with
the exercise of such Option will be returned to the relevant Participant as soon as practicable.
This Plan and any option agreements entered
into hereunder shall comply with the requirements from time to time of the stock exchange or exchanges on which the Shares are
listed.
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22.
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United States Tax Law Matters
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The provisions specified under this Section
22 apply only to persons who are otherwise eligible to receive an Option under the Plan and are subject to United States federal
income tax (any such person, a “
U.S. Taxpayer
”) pursuant to the U.S. Internal Revenue Code of 1986, as amended
(the “
U.S. Tax Code
”). This Section 22 does not and will not add to or modify the Plan in respect of any
other category of Participant who is not a U.S. Taxpayer.
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(a)
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No Option granted under the Plan shall be intended to meet the requirements of Section 422 of the
U.S. Tax Code.
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(b)
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Options shall be issued to U.S. Taxpayers only to the extent the Shares constitute “service
recipient stock” within the meaning of Section 409A of the U.S. Tax Code. No Option shall be granted to a U.S. Taxpayer unless
the exercise price of such Option shall be not less than 100% of the fair market value of a Share on the date of grant of such
Option (determined by the Board in a manner that satisfies the requirements of Section 409A of the U.S. Tax Code). It is the intention
of the Corporation that no Option shall be “deferred compensation” subject to Section 409A of the U.S. Tax Code, unless
and to the extent that the Board specifically determines otherwise, and the Plan and the terms and conditions of Options granted
to U.S. Taxpayers shall be interpreted and administered accordingly.
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23.
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Right to Issue Other Shares
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The Corporation shall not by virtue of
this Plan be in any way restricted from declaring and paying stock dividends, issuing further Shares, varying or amending its share
capital or corporate structure or conducting its business in any way whatsoever.
Any notice required to be given under this
Plan shall be in writing and shall be given by registered mail, postage prepaid or delivered by courier or by facsimile transmission
addressed, if to the Corporation, at its principal address as shown on its SEDAR profile; or if to a Participant, to such Participant
at his address as it appears on the books of the Corporation or in the event of the address of any such Participant not so appearing
then to the last known address of such Participant; or if to any other person, to the last known address of such person.
Whenever used herein words importing the
masculine gender shall include the feminine and neuter genders and vice versa.
This Plan will be governed by and construed
in accordance with the laws of the Province of Nova Scotia.
EFFECTIVE
this 25
th
day
of September, 2009, as amended on April 12, 2010, on September 15, 2011, on November 15, 2012, on April 30, 2013, on October
10, 2014, on March 20, 2015, on March 7, 2017 and on May 30, 2018.
SCHEDULE A
FORM OF OPTION AGREEMENT
OPTION AGREEMENT
This Option Agreement is entered into between
IMV Inc. (the “
Corporation
”) and the Participant named below pursuant to a grant of options to the Participant
under the Corporation’s Amended Stock Option Plan (the “
Plan
”), a copy of which is incorporated by
reference herein, and confirms that:
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1.
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on ● (the “
Grant Date
”);
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2.
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● (the “
Participant
”);
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3.
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was granted options (the “
Options
”) to purchase ● common shares of the
Corporation;
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4.
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at the price of $● per share (the “
Exercise Price
”);
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5.
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which shall be exercisable in the following manner:
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(a)
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one● (1/●) immediately on the Grant Date;
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(b)
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one ● (1/●) on the date that is ● months after the Grant Date; and
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(c)
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one ● (1/●) on the date that is ● months after the Grant Date; and
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6.
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shall expire on ● (the “
Expiry Date
”);
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all on the terms and subject to the
conditions set out in the Plan.
By receiving and accepting the Options,
the Participant:
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1.
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confirms that he or she has read and understands the Plan and agrees to the terms and conditions
of the Plan and this Option Agreement; and
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2.
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consents to the collection, use and disclosure of personal information of the Participant by the
Toronto Stock Exchange and all other regulatory authorities in accordance with their requirements, from time to time.
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Effective as of the ● day of ●, 20●.
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IMV INC.
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By:
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Name:
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[Optionee]
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Title:
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NOTICE TO EXERCISE
OPTIONS
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TO:
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IMV INC.
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1344 Summer Street, Suite 412
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Halifax, Nova Scotia
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B3H 0A8
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Attention: Corporate Secretary
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Re:
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Exercise of Options
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Reference is made to
the Option Agreement dated as of ______________________, between IMV Inc. (the “
Corporation
”) and the Participant
named below. The Participant hereby exercises Options to purchase common shares of the Corporation as follows:
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Number of common shares for which the Options are being exercised:
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Exercise Price per common share:
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$
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Total Exercise Price (in the form of a cash payment, certified cheque or bank draft tendered with this Notice to Exercise):
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$
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Name of Participant (as it is to appear on share certificate)
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Address of Participant as it is to appear on the register of common shares of the Corporation (and to which a certificate representing the common shares being purchased is to be delivered):
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Dated
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Name of Participant
(Please print)
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Signature of Participant
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Exhibit 4.2
IMMUNOVACCINE INC.
DEFERRED SHARE UNIT PLAN
Article 1
INTRODUCTION
The purpose of the Plan is to provide Participants
with an opportunity to receive a portion or all of their compensation in Deferred Share Units. The Plan aims to align the interests
of Participants with those of the shareholders of the Corporation. The Plan is meant to qualify under paragraph 6801(d) of the
Income Tax Regulations
(Canada) and consequently will not be a salary deferral arrangement or an employee benefit plan as
those terms are defined in subsection 248(1) of the
Income Tax Act
(Canada).
In this Plan:
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(a)
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“
Account
” means the account maintained by the Corporation in respect of each
Participant to record Deferred Share Units for the Participant;
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(b)
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“
Applicable Laws
” means all laws and regulations applicable to the Corporation
and its affairs, and all applicable regulations and policies of such regulatory authorities, stock exchanges or over-the-counter
markets as have jurisdiction over the affairs of the Corporation;
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(c)
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“
Applicable Withholding Taxes
” has the meaning set forth in Article 9
of the Plan;
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(d)
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“
Award Date
” means in respect of Deferred Share Units awarded as (i) the
Director’s Fees, as contemplated by Article 3, the last day of each of March, June, September and December of a calendar
year on which dates the Deferred Share Units shall be deemed to be awarded, in arrears, to a Participant; or (ii) discretionary
awards as contemplated by Article 4, on such date as the Board determines;
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(e)
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“
Board
” means the board of directors of the Corporation;
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(f)
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“
Business Day
” means any day other than a Saturday, Sunday or statutory or civic
holiday in the Province of Nova Scotia;
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(g)
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“
Corporate Secretary
” means the corporate secretary of the Corporation;
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(h)
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“
Corporation
” means Immunovaccine Inc. and its successors and assigns, and any
reference in the Plan to activities by the Corporation means action by or under the authority of the Board;
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(i)
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“
Deferred Share Unit
” means a bookkeeping entry reflecting a Participant’s
entitlements under the Plan, each Deferred Share Unit equivalent in value to a Share;
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(j)
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“
Director
” means any member, from time to time, of the Board;
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(k)
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“
Fair Market Value
” means the volume-weighted average trading price calculation
per Share for the five (5) trading days immediately preceding the Award Date or the date of redemption, as the case may be, as
reported by the Stock Exchange;
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(l)
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“
Fees
” means any of a Director’s annual board retainer, and fees for chairing
the Board, a committee of the Board or being a member of a committee.
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(m)
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“
Insider
” has the meaning set out in the Toronto Stock Exchange Company Manual;
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(n)
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“
Participant
” means any current or former Director of the Corporation who is
not an employee or officer of the Corporation or of its subsidiaries and who has been or is eligible to be credited with Deferred
Share Units under the Plan;
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(o)
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“
Plan
” means this plan entitled “Immunovaccine Inc. Deferred Share Unit
Plan”, as amended from time to time;
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(p)
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“
Related Entity
” means a person that controls or is controlled by the Corporation
or that is controlled by the same person that controls the Corporation;
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(q)
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“
Security Based Compensation Arrangement
” has the meaning set out in the Toronto
Stock Exchange Company Manual;
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(r)
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“
Share
” means a common share in the share capital of the Corporation;
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(s)
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“
Stock Exchange
” means the Toronto Stock Exchange or such other stock exchange
as the Board may designate from time to time and, if the Shares are not at any time listed and posted for trading on the Toronto
Stock Exchange or such other stock exchange as the Board may designate from time to time, the stock exchange or securities quotation
system on which the highest volume of Shares is then traded; and
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(t)
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“
Termination
” means the cessation of a Participant’s directorship for
any reason, including such Participant’s death, which is deemed to have occurred as of the date of such cessation.
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In this Plan, words importing the singular
meaning shall include the plural and
vice versa
, and words importing the masculine shall include the feminine gender.
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1.4
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Effective Date of the Plan
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The effective date of the Plan shall be
December 21, 2016. The Board shall review and confirm the terms of the Plan from time to time.
Article 2
ADMINISTRATION
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2.1
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Administration of the Plan
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The Plan shall be administered by the Board,
which shall have full authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the
Plan and to make such determinations as it deems necessary or desirable for the administration of the Plan. The Board may require
that any Participant provide certain representations, warranties and certifications to the Corporation to satisfy the requirements
of Applicable Laws, including without limitation, exemptions from the registration requirements of the United States Securities
Act of 1933, as amended, and applicable state securities laws. All actions taken and decisions made by the Board in this regard
shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Participants
and their legal representatives.
The Board may delegate to any Director,
officer or employee of the Corporation such of the Board’s duties and powers relating to the Plan as the Board may see fit.
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2.3
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Determination of Value if Shares Not Publicly Traded
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Should the Shares not be publicly traded
on the Stock Exchange at the relevant time, such that the Fair Market Value cannot be determined in accordance with the formulae
set out in the definitions of those terms, such values shall be determined by the Board acting in good faith.
Neither the Board, the Corporate Secretary,
nor any officer or employee of the Corporation shall be liable for any act, omission, interpretation, construction or determination
made in good faith in connection with this Plan, and the members of the Board, the Corporate Secretary and such officers and employees
of the Corporation shall be entitled to indemnification by the Corporation in respect of any claim, loss, damage or expense (including
legal fees and disbursements) arising therefrom to the fullest extent permitted by law. The costs and expenses of implementing
and administering this Plan shall be borne by the Corporation.
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2.5
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Eligibility and Participation
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(a)
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All Directors of the Corporation shall be eligible to participate in the Plan.
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(b)
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As a condition of participating in the Plan, each Participant shall be required to provide the
Corporation with all information and undertakings that the Corporation requires in order to administer the Plan and comply with
Applicable Laws, including applicable tax laws.
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(c)
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Nothing herein contained shall be deemed to give any person the right to be retained as a Director
or at any time to continue as a Director or employee nor shall the eligibility of a Director as a Participant entitle such Participant
to receive any award under any other compensation or incentive plan of the Corporation. Except as otherwise provided, nothing contained
herein shall in any way entitle a Participant to receive or acquire Shares or to acquire any rights or entitlements as a shareholder
of the Corporation.
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Except where expressly provided otherwise
all references in the Plan to currency refer to lawful Canadian currency.
Article 3
ELECTION
Each year, a Participant who is a Director
may elect to receive up to one hundred per cent (100%) of his or her Fees, but not less than 50% of his or her fees, in the form
of Deferred Share Units (in the form of an irrevocable election attached hereto as
Appendix
“
A
”) with
the balance to be paid in cash.
In the case of a newly appointed Director
(the “
designation
”), the election, which shall be in respect of Fees earned after such designation during
the fiscal year of the designation, must be completed, signed and delivered to the Corporate Secretary as soon as possible and,
in any event, no later than thirty (30) days after the designation. In the case of an existing Participant, the election must be
completed, signed and delivered to the Corporate Secretary by the end of the fiscal year preceding the fiscal year during which
the Participant will earn the Fees or bonus in question and to which such election is to apply.
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3.3
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Determination of Deferred Share Units
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The Corporation shall grant, in respect
of each Participant, that number of Deferred Share Units (including fractional Deferred Share Units) as is determined by dividing
the amount of Fees or other compensation that, but for an election, would have been paid to the Participant, by the Fair Market
Value as of the Award Date, with fractions computed to three decimal places and shall credit the Participant’s Account with
such Deferred Share Units. A Participant shall not be entitled to any other benefit under this Plan.
The determination by the Board of any question
which may arise as to a grant hereunder shall be final and binding on Participants and other persons claiming or deriving rights
through any of them.
Article 4
DISCRETIONARY GRANTS
Subject to this Article 4 and such
other terms and conditions as the Board may prescribe, the Board may from time to time award Deferred Share Units to a Participant.
The number of Deferred Share Units (including fractional Deferred Share Units) to be credited as of the Award Date in respect of
a grant under this Article 4 shall be such number of Deferred Share Units as the Board in its discretion determines to be
appropriate in the circumstances.
Article 5
Confirmation of Award and Statements
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5.1
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Confirmation of Award
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Certificates representing Deferred Share
Units shall not be issued by the Corporation. Instead, the award of Deferred Share Units to a Participant shall be evidenced by
a letter to the Participant from the Corporation.
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5.2
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Reporting of Deferred Share Units
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Statements of Accounts will be provided
to the Participants, on an annual basis, by January 31 of each year.
Article 6
VESTING
Deferred Share Units (and fractional Deferred
Share Units) shall vest immediately upon being credited to a Participant’s Account.
Article 7
ADJUSTMENTS
The number of Deferred Share Units standing
to the credit of an Account shall also be appropriately adjusted to reflect the payment of dividends in Shares (other than dividends
in the ordinary course), the subdivision, consolidation reclassification, conversion or exchange of the Shares, or a merger, consolidation,
recapitalization, reorganization, spin off or any other change or event which affects the Fair Market Value and which, in the sole
discretion of the Board, necessitates action by way of adjustment to the number of Deferred Share Units. The appropriate adjustment
in any particular circumstance shall be conclusively determined by the Board in its sole discretion, subject to acceptance by the
Stock Exchange, if applicable.
Article 8
REDEMPTION
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8.1
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Redemption of Deferred Share Units
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Deferred Share Units (and fractional Deferred
Share Units) credited to a Participant’s Account shall not be redeemable except upon the Termination of a Participant.
In the event of the Termination of a Participant,
no further Deferred Share Units will be credited to such Participant’s Account, and any election by such Participant to receive
any future Fees or bonus, as the case may be, in the form of Deferred Share Units shall be revoked.
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8.2
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Redemption on Termination
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In the event of the Termination of a Participant,
all Deferred Share Units (and fractional Deferred Share Units) credited to the Participant’s Account shall be redeemable
and settled:
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(a)
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as described below, net of any Applicable Withholding Taxes,
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(b)
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in favor of the Participant (or the Participant’s legal representative),
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(c)
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no later than the end of the calendar year following the year in which Termination occurs.
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Upon redemption by the Participant (or
the Participant’s legal representative) pursuant to paragraph 8.3 or by the deadline provided for under paragraph 8.2(c),
if not already redeemed by the Participant (or the Participant’s legal representative), the Corporation will issue to the
Participant a number of Shares from treasury equal to the number of Deferred Share Units (and fractional Deferred Share Units)
credited in the Account, less the number of Shares that results by dividing the aggregate amount of the Applicable Withholding
Taxes by the Fair Market Value as of the date of redemption. Instead of issuing Shares from treasury, the Corporation may elect,
in its sole discretion, to pay to the Participant (or the Participant’s legal representative) an amount of money determined
by multiplying the number of Deferred Share Units (and fractional Deferred Share Units) credited in the Account by the Fair Market
Value as of the date of redemption, net of any Applicable Withholding Taxes, by cheque, upon redemption by the Participant pursuant
to paragraph 8.3 or by the deadline provided for under paragraph 8.2(c), if not already redeemed by the Participant (or the Participant’s
legal representative). All Deferred Share Units (and fractional Deferred Share Units) will expire and terminate upon such issuance
of Shares or upon such payment, as the case may be.
Deferred Share Units (and fractional Deferred
Share Units) that have become redeemable may be redeemed by written notice, in a form reasonably required by the Board, signed
by the Participant (or the Participant’s legal representative) and delivered to the Board not later than fifteen (15) Business
Days prior to the end of the calendar year following the date of Termination.
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8.4
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Compliance with Applicable Laws
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No Share shall be delivered under the Plan
unless and until the Board has determined that all provisions of Applicable Laws and the requirements of the Stock Exchange have
been satisfied. The Board may require, as a condition of the issuance and delivery of Shares pursuant to the terms hereof, that
the recipient of such Shares make such covenants, agreements and representations, as the Board in its sole discretion deems necessary
or desirable.
The Corporation shall not be required to
issue, or to purchase and deliver, fractional Shares on account of the redemption of Deferred Share Units. If any fractional interest
in a Share would, ex
c
ept for this provision, be issuable or deliverable
on the redemption of Deferred Share Units, the Corporation shall, in lieu of delivering any certificate of such fractional interest,
satisfy such fractional interest by paying to the Participant a cash amount equal to the fraction of the Share corresponding to
such fractional interest multiplied by the Fair Market Value of such Share.
For greater certainty, no interest shall
accrue to, or be credited to, a Participant on any amount payable under the Plan.
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8.7
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Maximum Number of Shares Issuable
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Subject to adjustment in accordance with
Section 7.1, the maximum number of Shares which the Corporation may issue from treasury in connection with the redemption
of Deferred Share Units granted under the Plan shall be 1,500,000 Shares, or such greater number as may be approved from time
to time by the Corporation’s shareholders in accordance with the requirements of the Stock Exchange.
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8.8
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Maximum Number of Shares Issuable to Insiders
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During any twelve (12) month period, the
number of Shares issued from treasury to Insiders under this Plan or any other Security Based Compensation Arrangement of the Corporation
shall not exceed ten percent (10%) of the issued and outstanding Shares; and the number of Shares issuable from treasury to
Insiders, at any time, under this Plan or any other Security Based Compensation Arrangement of the Corporation shall not exceed
ten percent (10%) of the issued and outstanding Shares.
Article 9
Tax Matters
The Corporation may withhold an amount
corresponding to the aggregate of
any federal, provincial, local or foreign
taxes and other amounts required by law to be withheld
(the “
Applicable Withholding Taxes
”), from
any amount (including
by reducing the number of Shares to be issued) owing
to a Participant including any amount owing under this Plan
.
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9.2
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Compliance with Income Tax Act
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Notwithstanding the foregoing and Section
11.1, all actions of the Board and the Corporate Secretary shall be such that this Plan continuously meets the conditions of paragraph
6801(d) of the
Income Tax Regulations
(Canada), or any successor provision, in order to qualify as a “prescribed plan
or arrangement” for the purposes of the definition of a “salary deferral arrangement” contained in subsection
248(1) of the
Income Tax Act
(Canada).
Article 10
Communication
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10.1
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Communication to Participant
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Any payment, notice, statement, certificate
or other instrument required to be given to a Participant or any person claiming or deriving any rights through him or her shall
be given by:
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(a)
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delivering it personally to the Participant or the person claiming or deriving rights through him
or her, as the case may be; or
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(b)
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mailing it, postage prepaid (provided that the postal service is then in operation) or delivering
it
to the address which is maintained for the Participant in the
records of the Corporation.
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10.2
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Communication to Corporation
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Any payment, notice, statement, certificate
or instrument required or permitted to be given to the Corporation shall be given by mailing it, postage prepaid (provided that
the postal service is then in operation) or delivering it to the Corporation at the following address:
Immunovaccine Inc.
1344 Summer Street, Suite 412
Halifax, Nova Scotia B3H 0A8
Attention: Corporate Secretary
Facsimile: (902) 492-0888
Email: fors@imvaccine.com
or to such other person or in
such other manner as is notified to a Participant.
Any payment, notice, statement, certificate
or instrument, if delivered, shall be deemed to have been given or delivered on the date on which it was delivered or, if mailed
(provided that the postal service is then in operation), shall be deemed to have been given or delivered on the second Business
Day following the date on which it was mailed.
Article 11
GENERAL
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11.1
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Amendment, Suspension, or Termination of Plan
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(a)
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The Board may, at any time, suspend or terminate this Plan. The Board may also, at any time, amend
or revise the terms of this Plan subject to the receipt of all necessary regulatory and shareholders approvals, provided that no
such amendment or revision shall alter the terms of any Deferred Share Unit granted under this Plan prior to such amendment or
revision .
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(b)
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Without limiting the generality of the foregoing, the Board may make the following types of amendments
to this Plan without seeking the approval of the shareholders of the Corporation:
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(i)
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amendments to the definition of “Participant” or the eligibility requirements for participating
in the Plan, where such amendments would not have the potential of broadening or increasing Insider participation;
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(ii)
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amendments to the manner in which Participants may elect to participate in the Plan;
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(iii)
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amendments to the provisions of the Plan relating to the redemption of Deferred Share Units and
the dates for the redemption of the same, provided that no amendment shall accelerate the redemption of a Participant’s Deferred
Share Units prior to the earlier of his or her Termination, subject to obtaining the required regulatory approvals;
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(iv)
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amendments of a “housekeeping” nature including, without limiting the generality of
the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement
any provision of the Plan that is inconsistent with any other provision of the Plan;
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(v)
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amendments necessary to comply with the provisions of Applicable Laws and the requirements of the
Stock Exchange;
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(vi)
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amendments respecting the administration of the Plan;
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(vii)
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amendments to the vesting provisions of the Plan;
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(viii)
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amendments necessary to continuously meet the requirements of paragraph 6801(d) of the
Income
Tax Regulations
(Canada) and to ensure that the Plan is not a salary deferral arrangement or an employee benefit plan as those
terms are defined in subsection 248(1) of the
Income Tax Act
(Canada);
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(ix)
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amendments necessary to suspend or terminate the Plan; and
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(x)
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any other amendment, whether fundamental or otherwise, not requiring shareholders’ approval
under Applicable Laws.
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(c)
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Notwithstanding the provisions of Section 11.1(b), the Board may not, without the approval
of the shareholders of the Corporation, make amendments to the Plan for any of the following purposes:
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(i)
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to increase the maximum number of Shares that may be issued pursuant to the redemption of Deferred
Share Units granted under the Plan as set out in Section 8.7;
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(ii)
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to increase the maximum number of Shares issuable pursuant to Section 8.8; and
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(iii)
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to amend the provisions of this Section 11.1(c).
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(d)
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In the event of any conflict between Sections 11.1(b) and 11.1(c), the latter shall prevail.
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(e)
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If the Board terminates the Plan, no new Deferred Share Units (other than Deferred Share Units
that have been granted but vest subsequently pursuant to Article 6) will be credited to the Account of a Participant, but
previously credited (and subsequently vesting) Deferred Share Units shall be redeemed in accordance with the terms and conditions
of the Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when the last remaining
Participant receives the redemption price for all Deferred Share Units recorded in the Participant’s Account. Termination
of the Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Deferred Share
Units granted under the Plan prior to the date of such termination.
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(f)
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All Participants will be sent written notice of any amendment, modification, suspension or termination
of the Plan.
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11.2
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Compliance with Laws
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(a)
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The administration of the Plan, including the Corporation’s issuance of any Deferred Share
Units or its obligation to make any payments or issuances of securities in respect thereof, including Shares, shall be subject
to and made in conformity with all Applicable Laws. Furthermore, any grant of Deferred Share Units or issuance of Shares pursuant
to the Plan must be exempt or not subject to registration under applicable United States federal and state securities laws. Any
Deferred Share Units or Shares granted or issued to a person in the United States (as such term is defined in Regulation S promulgated
under the United States Securities Act of 1933, as amended) will result in any certificate representing such securities bearing
a United States restrictive legend restricting transfer of such securities under United States federal and state securities laws.
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(b)
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Each Participant shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged
and agreed by participating in the Plan) that the Participant shall, at all times, act in strict compliance with the Plan and all
Applicable Laws, including, without limitation, those governing “insiders” of “reporting issuers” as those
terms are construed for the purposes of applicable securities laws, regulations and rules.
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(c)
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No election may be made and no issuance of Deferred Share Units will be made pursuant to this Plan
and no notice of redemption may be given by a Participant when such Participant is in possession of material, undisclosed and confidential
information which would limit or restrict such person’s right to trade in securities of the Corporation pursuant to the
Securities
Act
(Quebec) as amended or in any other similar provisions of any Applicable Laws. The Corporation may extend or change applicable
issuance dates or time periods in its discretion to ensure compliance as it may reasonably determine.
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(d)
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In the event that the Board recommends and the Board, after consultation with the Corporation’s
Chief Financial Officer and external auditors, determines that it is not feasible or desirable to honour an election in favour
of Deferred Share Units or to honour any other provision of the Plan under International Financial Reporting Standards as applied
to the Plan and the Accounts established under the Plan for each Participant, the Board shall make such changes to the Plan as
the Board reasonably determines, after consultation with the Corporation’s Chief Financial Officer and external auditors,
are required in order to avoid adverse accounting consequences to the Corporation with respect to the Plan and the Accounts established
under the Plan for each Participant, and the Corporation’s obligations under the Plan shall be satisfied by such other reasonable
means as the Board shall in its good faith determine, provided that such changes would not extend the settlement or satisfaction
of the obligations of the Corporation beyond the end of the calendar year following the year in which the Termination occurs and
that all such charges shall be made in order to ensure that the Plan remains compliant under all Applicable Laws.
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11.3
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Reorganization of the Corporation
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The existence of any Deferred Share Units
shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization,
reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination,
merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the
Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation or any
sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature
or otherwise.
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11.4
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General Restrictions and Assignment
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(a)
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The rights of a Participant pursuant to the terms of the Plan are non-assignable or alienable by
him either by pledge, assignment or in any other manner, and after his or her lifetime shall enure to the benefit of and be binding
upon the Participant’s estate.
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(b)
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The rights and obligations of the Corporation under the Plan may be assigned by the Corporation
to a successor in the business of the Corporation.
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Neither participation in the Plan nor any
action taken under the Plan shall give or be deemed to give any Participant a right to continued appointment as a Director, and
shall not interfere with any right of the shareholders of the Corporation to remove any Participant as a Director.
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11.6
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No Shareholder Rights
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Deferred Share Units are not Shares and
under no circumstances shall Deferred Share Units be considered Shares. Deferred Share Units shall not entitle any Participant
any rights attaching to the ownership of Shares, including, without limitation, voting rights, or rights on liquidation, nor shall
any Participant be considered the owner of the Shares by virtue of the award of Deferred Share Units.
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11.7
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Unfunded and Unsecured Plan
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The Corporation shall not be required to
fund, or otherwise segregate assets to be used for required payments under the Plan. Unless otherwise determined by the Board,
the Plan shall be unfunded and the Corporation will not secure its obligations under the Plan. To the extent any Participant or
his or her estate holds any rights by virtue of a grant of Deferred Share Units under the Plan, such rights (unless otherwise determined
by the Board) shall have no greater priority than the rights of an unsecured creditor of the Corporation.
No amount will be paid to, or in respect
of, a Participant under the Plan or pursuant to any arrangement and no additional Deferred Share Units will be granted to such
Participant as compensation for a downward fluctuation in the Fair Market Value of the Shares nor will any other form of benefit
be conferred upon, or in respect, of a Participant for such purpose.
The Plan shall be governed by, and interpreted
in accordance with, the laws of the Province of Nova Scotia and the laws of Canada applicable therein, without regard to principles
of conflict of laws.
If any provision of this Plan is determined
to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or
part thereof and the remaining part, if any, of such provision and all other provisions hereof shall continue in full force and
effect.
APPROVED
by the Board of the Corporation on December 21, 2016.
Appendix
“A”
IMMUNOVACCINE INC.
DEFERRED SHARE UNIT PLAN
THIS IRREVOCABLE ELECTION FORM MUST
BE RETURNED TO IMMUNOVACCINE INC. (THE “CORPORATION”) BY EMAIL AT ●@IMVACCINE.COM BY 5:00 P.M. (EASTERN
TIME) BEFORE DECEMBER 31, ________. [FOR NEW PARTICIPANTS: WITHIN 30 DAYS OF ELIGIBILITY TO PARTICIPATE] [SUBJECT TO ADDITIONAL
RULES FOR U.S. TAXPAYERS.]
IRREVOCABLE ELECTION FORM
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(a)
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I have received and reviewed a copy of the Corporation’s Deferred Share Unit Plan (the “
Plan
”)
and agree to be bound by it.
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(b)
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The value of a Deferred Share Unit is based on the trading price of a Share and is thus not guaranteed.
The eventual value of a Deferred Share Unit on the applicable redemption date may be higher or lower than the value of the Deferred
Share Unit at the time it was allocated to my Account under the Plan.
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(c)
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I will be liable for income tax when Deferred Share Units are redeemed in accordance with the Plan.
Any cash payments made pursuant to the Plan shall be net of Applicable Withholding Taxes (and the number of Shares to which I could
be entitled could be reduced to take into account the amount of Applicable Withholding Taxes). I understand that the Corporation
is making no representation to me regarding taxes applicable to me under this Plan and I will confirm the tax treatment with my
own tax advisor.
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(d)
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No funds will be set aside to guarantee the redemption of Deferred Share Units or the payment of
any other sums due to me under the Plan. Future payments pursuant to the Plan are an unfunded liability recorded on the books of
the Corporation. Any rights under the Plan by virtue of a grant of Deferred Share Units shall have no greater priority than the
rights of an unsecured creditor.
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(e)
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I acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by
participating in the Plan) that I shall, at all times, act in strict compliance with the Plan and all Applicable Laws, including,
without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for
the purposes of applicable securities laws, regulations and rules.
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(f)
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I agree to provide the Corporation with all information and undertakings that the Corporation requires
in order to administer the Plan and comply with Applicable Laws.
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(i)
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All capitalized terms shall have the meanings attributed to them under the Plan;
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(ii)
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The redemption of Deferred Share Units must comply with applicable securities laws, including United
States federal and state securities laws; and
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(iii)
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All cash payments, if any, will be net of any Applicable Withholding Taxes.
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(h)
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I, as a Director, irrevocably elect to receive _____% of my base retainer and _____% of any other directorship fees in Deferred
Share Units for the 20___ calendar year.
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Dated this ______________________.
Participant Signature: _____________________________________
Participant Name: _____________________________________
APPENDIX “B”
IMMUNOVACCINE INC.
DEFERRED SHARE UNIT PLAN
Plan Provisions
Applicable to U.S. Taxpayers
This Appendix “B”
is an integral part of the Plan. The provisions of this Appendix “B” apply to U.S. Taxpayers notwithstanding anything
to the contrary in the Plan or in any election form or award letter. Except as specifically defined in this Appendix “B”,
all capitalized terms used in this Appendix “B” have the meaning attributed to them in the Plan.
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1.
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A U.S. Taxpayer is a Participant who (i) is subject to income taxation in the United States on
the income received by his or her services as a Director or and who is not otherwise exempt from U.S. income taxation under the
relevant provisions of the U.S. Internal Revenue Code of 1986, as amended (the “
Code
”) or other Applicable Laws
and (ii) who is not subject to income taxation in Canada under the Income Tax Act (Canada) and any similar law of a province.
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2.
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It is intended that the provisions of the Plan, any election form, or any award letter (collectively
referred to as the Plan for this Appendix “B”) and any Deferred Share Units comply with Section 409A of the Code and
the U.S. Treasury Regulations and other U.S Internal Revenue Service guidance promulgated thereunder as in effect from time to
time (“
Section 409A
”). In the event of any ambiguity in the language of the Plan or in the operation of the
Plan, the Plan shall be construed, interpreted and operated in a manner that will result in compliance with the requirements of
Section 409A, to the maximum extent permitted under Applicable Laws.
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3.
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All elections under Article 2 of the Plan shall be made at a time and in a form that complies with
Section 409A.
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4.
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Notwithstanding Article 8 of the Plan, a U.S. Taxpayer shall not select a date of redemption for
payment of his or her Deferred Share Units. Instead, the payment date for any Deferred Share Units payable to a U.S. Taxpayer shall
be the date that is thirty (30) days after such U.S. Taxpayer’s date of Termination, unless either (a) the U.S. Taxpayer
is a Specified Employee on his or her date of Termination or (b) the US. Taxpayer’s Termination was due to his or her death.
If the U.S. Taxpayer is a Specified Employee on his or her date of Termination and such U.S. Taxpayer’s Termination did not
arise by reason of his or her death, the payment date in respect of such Deferred Share Units shall be the date that is six (6)
months and one day after the U.S. Taxpayer’s Termination, or if earlier, within ninety (90) days after the U.S. Taxpayer’s
death. If the Termination occurs due to the U.S. Taxpayer’s death, then payment of such Deferred Share Units shall be made
within ninety (90) days of the U.S. Taxpayer’s date of death. On the date of payment, the amount of money or Shares to be
paid or delivered to the U.S. Taxpayer shall be determined by Section 8 of the Plan, subject to applicable tax withholdings.
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5.
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For purposes of this Appendix “B”, the defined term “Termination”
for a U.S. Taxpayer shall mean when such U.S. Taxpayer incurs a “separation from service” under U.S. Treasury Regulation
§ 1.409A-1(h) from the Corporation or a Related Entity (which, for purposes of determining a Termination, shall mean a "service
recipient" as defined under U.S. Treasury Regulation § 1.409A-1(h)(3)).
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6.
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The provisions of Article 7 and Article 11 shall be subject to the limitations and requirements
set forth in Section 409A as to the time and form of payment of any Deferred Share Units.
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7.
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Notwithstanding any other provision of this Appendix “B” or of the Plan to the
contrary, neither the time nor the schedule of any payment under this Appendix “B” may be accelerated except as
provided in Treas. Reg. § 1.409A-3(j)(4). In addition, under no circumstances may the time or schedule of any payment described
in this Appendix “B” be subject to a further deferral except as otherwise permitted herein or required or permitted
pursuant to regulations and other guidance issued pursuant to Section 409A. The U.S. Taxpayer does not have any right to make any
election regarding the time or form of any payment due under this Appendix “B”.
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8.
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If the Corporation fails to make any distribution, either intentionally or unintentionally, at
the time specified in this Appendix “B”, but the payment is made later, but within the same calendar year, such
distribution will be treated as made at the time specified in this Appendix “B” pursuant to Treas. Reg. §
1.409A-3(d). Additionally, the distribution will be treated as made at the time specified in this Appendix “B” in the
other limited circumstances described in Treas. Reg. § 1.409A-3(d). In addition, if a distribution is not made due to a dispute
with respect to such distribution, the distribution may be delayed in accordance with Treas. Reg. § 1.409A-3(g).
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9.
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If any provision of the Plan or in the operation of the Plan contravenes any regulations or Treasury
guidance promulgated under Section 409A of the Code or would cause the Deferred Share Units to be subject to the interest and penalties
under Section 409A of the Code such provision of the Plan may, to the extent that it applies to U.S. Taxpayers, be modified, without
the consent of any U.S. Taxpayer, to maintain, to the maximum extent practicable, the original intent of the applicable provision
without violating the provisions of Section 409A of the Code. Notwithstanding the foregoing, neither the Corporation, nor any parent
or subsidiary of the Corporation, nor any of their shareholders, directors, officers, employees, agents or representatives shall
be liable to any U.S. Taxpayer or his or her heirs, beneficiaries or estate in the event any amounts accrued, due or payable under
the Plan become subject to early income inclusion, additional taxes, penalties or interest as a result of the application of Section
409A.
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10.
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All provisions of the Plan shall continue to apply to a U.S. Taxpayer, except to the extent that
they have not been specifically modified by this Appendix “B”.
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Exhibit 5.1 and 23.1
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McCarthy Tétrault S.E.N.C.R.L., s.r.l.
500, Grande Allée Est, 9e étage
Québec, QC G1R 2J7
Canada
Tel: 418-521-3000
Fax: 418-521-3099
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June 1, 2018
IMV Inc.
1344 Summer Street, Suite 412
Halifax, Nova Scotia B3H 0A8
Canada
Re: IMV Inc. – Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the
form of Registration Statement on Form S-8 (the “
Registration Statement
”) being filed by IMV Inc. (the
“
Company
”) with the United States Securities and Exchange Commission in connection with the registration under
the United States Securities Act of 1933, as amended (the “
Act
”), of 3,437,500 common shares of the Company
(the “
Option Shares
”), issuable under the Company’s Amended Stock Option Plan (effective September
25, 2009, as amended) (the “
Stock Option Plan
”) and of 468,750 common shares of the Company (the “
Unit
Shares
”, and, together with the Option Shares, the “
Shares
”) issuable under the Company’s Deferred
Share Unit Plan (effective December 21, 2016) (the “
Share Unit Plan
”, and, together with the Stock Option Plan,
the “
Plans
”).
For the purpose of this opinion, we
have made such investigations and examined the originals, or duplicate, certified, conformed, facsimiled or photostatic copies
of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered
necessary or relevant for the purposes of this opinion. We have also examined originals or copies, certified or otherwise identified
to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers,
or other representatives of the Company, and such other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth herein.
In our examination, we have assumed
the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic,
or facsimile copies and the authenticity of the originals of such documents. In making our examination of executed documents or
documents which may be executed, we have assumed that the parties thereto, other than the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties, of such documents and that such documents constitute or
will constitute valid and binding obligations of the parties thereto.
In connection with our opinions expressed
below, we have assumed that, at or prior to the time of the issuance of any such Shares, the authorization to issue the Shares
pursuant to the Plans will not have been modified or rescinded by the Board of Directors of the Company and there will not have
occurred any change in law affecting the validity or enforceability of such issuance of Shares. We have also assumed that neither
the issuance of the Shares, nor the compliance by the Company with the terms of the Plans, will violate any applicable federal,
provincial or state law or will result in a violation of any provision of any instrument or agreement then binding upon the Company
or any restriction imposed by any court or governmental body having jurisdiction over the Company.
This opinion is limited to the laws
of Canada. We do not express any opinion on any laws other than the laws of Canada.
Based upon and subject to the foregoing,
as of the date hereof, we are of the opinion that (i) the Option Shares will, at the time of their issuance upon the due and proper
exercise of options granted under the Stock Option Plan in accordance with the terms of the Stock Option Plan, be validly issued
and outstanding as fully paid and non-assessable common shares of the Company, and (ii) the Unit Shares will, at the time of their
issuance upon the settlement of duly and properly vested restricted share units granted under the Share Unit Plan in accordance
with the terms of the Share Unit Plan, be validly issued and outstanding as fully paid and non-assessable common shares of the
Company.
We consent to the use of this opinion
as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons
whose consent is required under the Act or the rules and regulations promulgated thereunder.
This opinion is expressed as of the
date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in the laws of Canada.
This opinion is provided solely for
the benefit of the addressee of this opinion in connection with the filing of the Registration Statement. This opinion may not
be relied upon by anyone else or used for any other purpose without our prior written consent.
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Yours truly,
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/s/
McCarthy Tétrault LLP
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