NOTE 14 – 2017 STOCK INCENTIVE PLAN

On December 6, 2017, the Board of Directors adopted the 2017 Stock Incentive Plan (the “Plan”) with 913,612 shares of Common Stock available under the Plan for issuance. This Plan was approved by Stockholders at its meeting held on or around July 24, 2018.

During the nine months ended July 31, 2020, the Company granted to various eligible individuals options to purchase an aggregate of 555,000 shares of common stock pursuant to the terms of the Plan. During the nine months ended July 31, 2020, 3,000 options lapsed. As of July 31, 2020, there were 322,255 shares available for future issue under the Plan. The total stock compensation expense during the nine months ended July 31, 2020, was $432,965.

During the nine months ended July 31, 2021, the Company granted to various eligible individuals Restricted Stock Awards to purchase an aggregate of 127,500 shares of common stock pursuant to the terms of the Plan. During the nine months ended July 31, 2021 we had 8,000 options lapsing. As of July 31, 2021, 80,314 shares of common stock were issued pursuant the exercise of 169,332 options. 13,333 options vested in March 2021 but remains unexercised as of July 31, 2021. As of July 31, 2021, there were 288,773 shares of common stock available for future issue under the Plan. The total stock compensation expense during the nine months ended July 31, 2021, was $761,233.

CODA OCTOPUS GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements

July 31, 2021 and 2020