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 July 31, 2024, the Company granted 18,700 restricted stock awards pursuant to the terms of the 2017 Plan, 12,546 restricted stock awards matured but were not issued as of July 31, 2024 and 2,500 stock awards which had previously matured were issued. No restricted stock awards were forfeited. The total stock compensation expense relating to issuances under the 2017 Plan during the three month period ended July 31, 2024 and 2023 was $37,081 and $110,350, respectively. During the nine month period ended July 31, 2024 and 2023, stock compensation expense was $86,843 (including $33,548 relating to shares of common stock issued outside of the 2017 Plan) and $488,764, respectively.

As of July 31, 2024, there were 368,994 shares available for future issuance under the 2017 Plan.

CODA OCTOPUS GROUP, INC.

Notes to the Consolidated Financial Statements

July 31, 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 1,368,994.