NOTE 13 – 2017 STOCK INCENTIVE PLAN

2017 Stock Incentive Plan

On December 6, 2017, the Board of Directors adopted the 2017 Stock Incentive Plan (the “2017 Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute to the Company’s achievement of its economic objectives. The Plan was adopted subject to stockholders’ approval and was approved by Stockholders at the Company’s Annual General Meeting held on July 24, 2018.

The maximum number of shares of Common Stock available for issuance under the 2017 Plan is 913,612 shares. The shares available for issuance under the 2017 Plan may, at the election of the Compensation Committee, be either treasury shares or shares authorized but unissued, and, if treasury shares are used, all references in the 2017 Plan to the issuance of shares will, for corporate law purposes, be deemed to mean the transfer of shares from treasury.

During the six-month period ended April 30, 2023, the Company granted 39,000 restricted stock awards to various employees pursuant to the terms of the 2017 Plan. During the six-months ended April 30, 2023, 146,168 options and 90,073 restricted stock awards vested. No options or restricted stock awards were forfeited. As of April 30, 2023, there were 321,026 shares available for future issuance under the 2017 Plan. The total stock compensation expense during the six-months ended April 30, 2023, was $378,414.

During the six-month period ended April 30, 2022, the Company granted 55,181 restricted stock awards to various employees pursuant to the terms of the 2017 Plan. During the six-months ended April 30, 2022, 177,333 options vested and remain unexercised, 3,333 options were exercised on a cashless basis resulting in 1,107 shares being issued. The total stock compensation expense during the six months ended April 30, 2022, was $690,743.

2021 Stock Incentive Plan

On July 12, 2021, the Board of Directors adopted the 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan was approved by the Company’s stockholders at its Annual General Meeting held on September 14, 2021. The 2021 Plan is identical to the 2017 Plan in all material respects, except that the number of shares available for issuance thereunder is 1,000,000.

As of April 30, 2023, there were a total of 1,321,026 shares available for future issuance under the 2017 Plan and 2021 Plan.

CODA OCTOPUS GROUP, INC.

Notes to the Consolidated Financial Statements

April 30, 2023 and October 31, 2022