NOTE 11 – 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 allocated for issuance under the 2017 Plan is 913,612. The shares allocated 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 three month period ended April 30, 2024, no new restricted stock awards were made pursuant to the terms of the 2017 Plan. During this period, 8,200 restricted stock awards matured and were issued, 5,000 restricted stock awards were forfeited, and 6,500 units that were provisioned for did not qualify for issuance since the stipulated performance-related pre-conditions for award were not met. As of April 30, 2024, there were 387,694 shares available for future issuance under the 2017 Plan. The total stock compensation expense during the three month period ended April 30, 2024 and 2023 was ($60,862) and $196,261, respectively. During the six month period ended April 30, 2024 and 2023, these were $16,214 and $378,414, respectively.

CODA OCTOPUS GROUP, INC.

Notes to the Consolidated Financial Statements

April 30, 2024 and October 31, 2023

NOTE 11 – 2017 STOCK INCENTIVE PLAN (Continued)

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 allocated for issuance thereunder is 1,000,000.

The total number of shares available for issuance under the 2017 and 2021 Plans is 1,387,694.