Blox S8 Registration of securities for employees | BLXX 16 May 18

BLOX, INC.

2014 STOCK OPTION PLAN

This 2014 Stock Option Plan (this “Plan”) provides for the grant of options to acquire shares of

common stock (each, a “Share”), par value of US$0.00001 per Share, of Blox, Inc., a Nevada corporation

(the “Company”). For the purposes of Eligible Employees (as defined below) who are subject to income tax in the

United States, stock options granted under this Plan that qualifyunder Section 422 of the United States Internal Revenue

Code of 1986, as amended (the “Code”), are referred to in this Plan as “Incentive Stock Options”. Incentive Stock

Options, stock options that do not qualify under Section422 of the Code (“Non-Qualified Stock Options”) and stock

optionsgranted to non-UnitedStatesresidentsunder thisPlanarereferred tocollectivelyas “Options”.

PURPOSE

1.1

The purpose of this Plan is to:

(a)

retain the services of valued key employees, directors, officers and consultants of the

Company, and such other persons as the Plan Administrator shall select in accordance

with Section 3 below;

(b)

to provide equity incentives to such persons and to encourage such persons to acquire a

greater proprietary interest in the Company, thereby strengthening their incentive to

achieve the objectives of the shareholders of the Company;

(c)

to serve as an inducement in the retention of Company personnel.

1.2

This Plan shall at all times be subject to all legal requirements relating to the administration of

stock option plans, if any, under applicable United States federal and state securities laws, Canadian provincial

securities laws, the Code, the Income Tax Act (Canada), the rules of any applicable stock exchange or stock

quotation system, and the rules of any foreign jurisdiction applicable to Options granted to residents therein

(collectively, the “Applicable Laws”).

ADMINISTRATION

2.1

This Plan shall be administered initially by the board of directors of the Company (the “Board”),

except that the Board may, in its discretion, establish a committee composed of two (2) or more members of the

Board to administer this Plan, which committee (the “Committee”) may be an executive, compensation or other

committee, including a separate committee especially created for this purpose. The Board or, if applicable, the

Committee is referred to herein as the “Plan Administrator”.

2.2

If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the United States

Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board shall consider in selecting the Plan

Administrator and the membership of any Committee, with respect to any persons subject or likely to become

subject to Section 16 of the Exchange Act, the provisions regarding (a) “outside directors” as contemplated by

Section 162(m) of the Code, and (b) “Non-Employee Directors” as contemplated by Rule 16b-3 under the Exchange

Act.

2.3

The Committee shall have the powers and authority vested in the Board hereunder (including the

power and authority to interpret any provision of this Plan or the terms of any Option). The members of any such

Committee shall serve at the pleasure of the Board. A majority of the members of the Committee shall constitute a

quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be

taken by a written instrument signed by all of the members of the Committee and any action so taken shall be fully

effective as if it had been taken at a meeting of the members of the Committee.

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2.4

The Board may at any time amend, suspend or terminate this Plan, subject to such shareholder

approval as may be required by Applicable Laws, including the rules of an applicable stock exchange or other

national market system, provided that:

(a)

no Options may be granted during any suspension of this Plan or after termination of this Plan;

and

(b)

any amendment, suspension or termination of this Plan will not affect Options already granted,

and such Options will remain in full force and effect as if this Plan had not been amended,

suspended or terminated, unless mutually agreed otherwise between the Optionee (as defined

below) and the Plan Administrator, which agreement will have to be in writing and signed by the

Optionee and the Company.

2.5

Subject to the provisions of this Plan, and with a view to effecting its purpose, the Plan

Administrator shall have sole authority, in its absolute discretion, to:

(a)

construe and interpret this Plan;

(b)

define the terms used in this Plan;

(c)

prescribe, amend and rescind the rules and regulations relating to this Plan;

(d)

correct any defect, supply any omission or reconcile any inconsistency in this Plan;

(e)

grant Options under this Plan;

(f)

determine the individuals to whom Options shall be granted under this Plan and whether the

Option is an Incentive Stock Option or a Non-Qualified Stock Option, or otherwise;

(g)

determine the time or times at which Options shall be granted under this Plan;

(h)

determine the number of Shares subject to each Option, the exercise price of each Option, the

duration of each Option and the times at which each Option shall become exercisable;

(i)

determine all other terms and conditions of the Options; and

(j)

make all other determinations and interpretations necessary and advisable for the administration of

this Plan.

2.6

All decisions, determinations and interpretations made by the Plan Administrator shall be binding

and conclusive on all participants in this Plan and on their legal representatives, heirs and beneficiaries, subject to

any contrary determination by the Board.

ELIGIBILITY

3.1

Incentive Stock Options may be granted to any individual who, at the time the Option is granted,

is an employee of the Company or any Related Company (as defined below) and is subject to income tax in the

United States (each, an “Eligible Employee”), provided that any grant of Incentive Stock Options will be

conditional upon compliance with all applicable federal and state securities laws.

3.2

Non-Qualified Stock Options may be granted to Eligible Employees and to such other persons

who are not Eligible Employees as the Plan Administrator shall select, subject to any Applicable Laws, provided

that any grant of Options to an Optionee (as defined herein) who is a U.S. Person will be conditional upon

compliance with all applicable federal and state securities laws.

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3.3

Optionees who are U.S. Persons may be required to provide additional documentation to the

Company prior to any grant of Options becoming effective.

3.4

Options may be granted in substitution for outstanding options of another company in connection

with the merger, consolidation, acquisition of property or stock or other reorganization between such other company

and the Company or any subsidiary of the Company. Options also may be granted in exchange for outstanding

Options.

3.5

Any person to whom an Option is granted under this Plan is referred to as an “Optionee”. Any

person who is the owner of an Option is referred to as a “Holder”.

3.6

As used in this Plan, the term “Related Company” shall mean any company (other than the

Company) that is a “Parent Company” of the Company or “Subsidiary Company” of the Company, as those terms

are defined in Sections 424(e) and 424(f), respectively, of the Code (or any successor provisions) and the regulations

thereunder (as amended from time to time).

STOCK

4.1

The Plan Administrator is authorized to grant Options to acquire up to a total of 10,000,000 Shares

of the Company’s authorized but unissued or reacquired common stock. The number of Shares with respect to which

Options may be granted hereunder is subject to adjustment as set forth in Section 5.1(n) hereof. In the event that any

outstanding Option expires or is terminated for any reason, the Shares allocable to the unexercised portion of such

Option may again be subject to an Option granted to the same Optionee or to a different person eligible under

Section 3 of this Plan; provided however, that any cancelled Options will be counted against the maximum number

of Shares with respect to which Options may be granted to any particular person as set forth in Section 5.1(a)(ii)

hereof.

TERMS AND CONDITIONS OF OPTIONS

5.1

Each Option granted under this Plan shall be evidenced by a written agreement approved by the

Plan Administrator (each, an “Agreement”). Agreements may contain such provisions, not inconsistent with this

Plan, as the Plan Administrator in its discretion may deem advisable. All Options also shall comply with the

following requirements:

(a)

Type of Option

For Optionees that are subject to income tax in the United States, each Agreement shall state whether

the Option is intended to be an Incentive Stock Option or a Non-Qualified Stock Option, provided

that:

(i)

in the absence of action to the contrary by the Plan Administrator in connection with the

grant of an Option, all Options shall be Non-Qualified Stock Options;

(ii)

the aggregate fair market value (determined at the Date of Grant, as defined below) of the

Shares with respect to which Incentive Stock Options are exercisable for the first time by

an Optionee subject to income tax in the United States during any calendar year (granted

under this Plan and all other stock option plans of the Company, a Related Company or a

predecessor company) shall not exceed US$100,000, or such other limit as may be

prescribed by the Code as it may be amended from time to time (the “Annual Limit”);

and

(iii)

any portion of an Option which exceeds the Annual Limit shall not be void but rather

shall be a Non-Qualified Stock Option.

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(b)

Number of Shares

Each Agreement shall state the number of Shares to which it pertains. The number of Options to be

granted toanyOptionee will bedetermined bythe PlanAdministratorat thetime ofgrant.

(c)

Date of Grant

Each Agreement shall state the date the Plan Administrator has deemed to be the effective date of the

grant ofthe OptionforpurposesofthisPlan(the “DateofGrant”).

(d)

Option Price

Each Agreement shall state the price per Share at which an Option is exercisable. The Plan

Administrator shall act in good faith to establish the exercise price of each Option in accordance with

Applicable Laws at the time the Optionisgranted,provided that:

(i)

the per Share exercise price for an Incentive Stock Option or any Option granted to a

“covered employee” as such term is defined for purposes of Section 162(m) of the Code

(a “Covered Employee”) shall not be less than the fair market value per Share at the

Date of Grant as determined by the Plan Administrator in good faith;

(ii)

with respect to Incentive Stock Options granted to greater-than-ten percent (>10%)

shareholders of the Company (as determined with reference to Section 424(d) of the

Code), the exercise price per Share shall not be less than one hundred ten percent (110%)

of the fair market value per Share at the Date of Grant as determined by the Plan

Administrator in good faith; and

(iii)

Options granted in substitution for outstanding options of another company in connection

with the merger, consolidation, acquisition of property or stock, or other reorganization

involving such other company and the Company or any subsidiary of the Company may

be granted with an exercise price equal to the exercise price for the substituted option of

the other company, subject to any adjustment consistent with the terms of the transaction

pursuant to which the substitution is to occur.

(e)

Duration of Options

At the time of the grant of an Option, the Plan Administrator shall designate, subject to Section5.1(h)

below, the expiration date of the Option, which date shall not be later than ten (10) years from the

Date of Grant, provided that the expiration date of any Incentive Stock Option granted to a greater-

than-ten percent (>10%) shareholder of the Company (as determined with reference to Section 424(d)

ofthe Code)shall notbe laterthanfive (5)yearsfromthe Date ofGrant.

(f)

Vesting Schedule

(i)

No Option shall be exercisable until it has vested. The vesting schedule for each Option

shall be specified by the Plan Administrator at the time of grant of the Option.

(ii)

The Plan Administrator may specify a vesting schedule for all or any portion of an

Option based on the achievement of performance objectives established in advance of the

commencement by the Optionee of services related to the achievement of the

performance objectives. Performance objectives may be expressed in terms of one or

more of the following: return on equity, return on assets, Share price, market share, sales,

earnings per Share, costs, net earnings, net worth, inventories, cash and cash equivalents,

gross margin or the Company’s performance relative to its internal business plan, or such

other terms as determined and directed by the Board. Performance objectives may be in

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respect of the performance of the Company as a whole (whether on a consolidated or

unconsolidated basis), a Related Company, or a subdivision, operating unit, product or

product line of either of the foregoing. Performance objectives may be absolute or

relative and may be expressed in terms of a progression or a range. An Option that is

exercisable (in full or in part) upon the achievement of one or more performance

objectives may be exercised only following written notice to the Optionee and the

Company by the Plan Administrator that the performance objective has been achieved.

(g)

Acceleration of Vesting

The vesting of any Option may be accelerated by the Plan Administrator at such times and in such

amounts as it shall determine in its sole discretion. The vesting of Options also shall be accelerated

under thecircumstancesdescribedinSection5.1(n) below.

(h)

Term of Option

(i)

Options that have vested as specified by the Plan Administrator or in accordance with this

Plan, shall terminate and cease to be exercisable, to the extent not previously exercised,

immediately upon the occurrence of the first of the following events, unless otherwise

provided for in the Agreement:

the expiration of the Option, as designated by the Plan Administrator in

accordance with Section 5.1(e) above;

the date of an Optionee’s resignation or termination of employment or

contractual relationship with the Company or any Related Company for cause

(as determined in the sole discretion of the Plan Administrator);

the expiration of three (3) months from the date of an Optionee’s termination of

employment or contractual relationship with the Company or any Related

Company for any reason whatsoever other than resignation, cause, death or

Disability (as defined below); or

the expiration of one year (1) from termination of an Optionee’s employment or

contractual relationship by reason of death or Disability (as defined below).

(ii)

Upon the death of an Optionee, any vested Options held by the Optionee shall be

exercisable only by the person or persons to whom such Optionee’s rights under such

Option shall pass by the Optionee’s will or by the laws of descent and distribution of the

Optionee’s domicile at the time of death and only until such Options terminate as

provided above.

(iii)

For purposes of this Plan, unless otherwise defined in an Agreement, “Disability” shall

mean medically determinable physical or mental impairment which has lasted or can be

expected to last for a continuous period of not less than six (6) months or that can be

expected to result in death. The Plan Administrator shall determine whether an Optionee

has incurred a Disability on the basis of medical evidence acceptable to the Plan

Administrator. Upon making a determination of Disability, the Plan Administrator shall,

for purposes of this Plan, determine the date of an Optionee’s termination of employment

or contractual relationship.

(iv)

Unless accelerated in accordance with Section 5.1(g) above, unvested Options shall

terminate immediately upon the Optionee resigning from, or the Company terminating,

the Optionee’s employment or contractual relationship with the Company or any Related

Company for any reason whatsoever, including death or Disability.

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(v)

For purposes of this Plan, transfer of employment between or among the Company and/or

any Related Company shall not be deemed to constitute a termination of employment

with the Company or any Related Company. For purposes of this Plan, employment shall

be deemed to continue while the Optionee is on military leave, sick leave or other bona

fide leave of absence (as determined by the Plan Administrator). The foregoing

notwithstanding, employment shall not be deemed to continue beyond the first ninety

(90) days of such leave, unless the Optionee’s re-employment rights are guaranteed by

statute or by contract.

(i)

Exercise of Options

(i)

Options shall be exercisable, in full or in part, at any time after vesting, until termination.

If less than all of the Shares included in the vested portion of any Option are purchased,

the remainder may be purchased at any subsequent time prior to the expiration of the

Option term. No portion of any Option for less than 1,000 Shares (as adjusted pursuant

to Section 5.1(n) below) may be exercised, provided that if the vested portion of any

Option is less than 1,000 Shares, it may be exercised with respect to all Shares for which

it is vested. Only whole Shares may be issued pursuant to an Option, and to the extent

that an Option covers less than one Share, it is unexercisable.

(ii)

Options or portions thereof may be exercised by a Holder giving written notice to the

Company, which notice shall specify the number of Shares to be purchased, and be

accompanied by payment in the amount of the aggregate exercise price for the Shares so

purchased, which payment shall be in the form specified in Section 5.1(j) below. The

Company shall not be obligated to issue, transfer or deliver a certificate representing any

Shares to the Holder of any Option until provision has been made by the Holder, to the

satisfaction of the Company, for the payment of the aggregate exercise price for all

Shares for which the Option shall have been exercised and for satisfaction of any tax

withholding obligations associated with such exercise.

(iii)

During the lifetime of an Optionee, Options are exercisable only by the Optionee or, in

the case of a Non-Qualified Stock Option, transferee who takes title to such Option in the

manner permitted by Section 5.1(l) hereof.

(j)

Payment upon Exercise of Option

Upon the exercise of any Option, the aggregate exercise price shall be paid to the Company in cash,

by wire transfer or, if the funds are drawn from a Canadian bank, by certified cheque. In addition, if

pre-approved in writing by the Plan Administrator, who may arbitrarily withhold consent, the Holder

may pay for all or any portion of the aggregate exercise price by complying with one or more of the

followingalternatives:

(i)

by delivering to the Company Shares previously held by such Holder, or by the Company

withholding Shares otherwise deliverable pursuant to exercise of the Option, which

Shares received or withheld shall have a fair market value at the date of exercise (as

determined by the Plan Administrator) equal to the aggregate exercise price to be paid by

the Optionee upon such exercise; or

(ii)

by complying with any other payment mechanism approved by the Plan Administrator at

the time of exercise.

(k)

No Rights as a Shareholder

A Holder shall have no rights as a shareholder with respect to any Shares covered by an Option until

such Holder becomes a record holder of such Shares, irrespective of whether such Holder has given

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notice of exercise. Subject to the provisions of Section5.1(n) hereof, no rights shall accrue to a

Holder and no adjustments shall be made on account of dividends (ordinary or extraordinary, whether

in cash, securities or other property) or distributions or other rights declared on, or created in, the

Shares for which the record date is prior to the date the Holder becomes a record holder of the Shares

coveredbythe Option, irrespective ofwhether suchHolderhasgivennoticeofexercise.

(l)

Transfer of Option

(i)

Options granted under this Plan and the rights and privileges conferred by this Plan may

not be transferred, assigned, pledged or hypothecated in any manner (whether by

operation of law or otherwise) other than by will or by applicable laws of descent and

distribution or pursuant to a qualified domestic relations order, and shall not be subject to

execution, attachment or similar process; provided that, subject to Applicable Laws:

for Non-Qualified Stock Options or Options granted to non-US residents, any

Agreement may provide, or be amended to provide, that an Option to which it

relates is transferable without payment of consideration to immediate family

members of the Optionee or to trusts or partnerships or limited liability

companies established exclusively for the benefit of the Optionee and the

Optionee’s immediate family members; or

for Incentive Stock Options, the Optionee’s heirs or administrators may exercise

any portion of an Optionee’s vested and outstanding Options within one year of

the Optionee’s death.

(ii)

Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any

Option or of any right or privilege conferred by this Plan contrary to the provisions

hereof, or upon the sale, levy or any attachment or similar process upon the rights and

privileges conferred by this Plan, such Option shall thereupon terminate and become null

and void.

(m)

Securities Regulation and Tax Withholding

(i)

No Option shall be granted and no Shares shall be issued with respect to the exercise of

any Options unless the grant of such Options, the exercise of such Options and the

issuance and delivery of such Shares shall comply with all Applicable Laws, and such

issuance shall be further subject to the approval of counsel for the Company with respect

to such compliance, including the availability of an exemption from prospectus and

registration requirements of all Applicable Laws for the issuance of such Options or

Shares. The inability of the Company to obtain from any regulatory body the authority

deemed by the Company to be necessary for the lawful grant and issuance of any Options

or Shares under this Plan, or the unavailability of an exemption from prospectus or

registration requirements for the grant and issuance of any Options or Shares under this

Plan, as determined by the Plan Administrator in its sole discretion, shall relieve the

Company of any liability with respect to the non-issuance or sale of such Options or

Shares.

(ii)

As a condition to the exercise of any Option, the Plan Administrator may require the

Holder to make certain representations and warranties in writing at the time of such

exercise. At the option of the Plan Administrator, a stop-transfer order against such

Shares may be placed on the stock books and records of the Company, and a legend

indicating that the Shares may not be pledged, sold or otherwise transferred unless an

opinion of counsel is provided stating that such transfer is not in violation of any

Applicable Laws may be stamped on the certificates representing such Shares in order to

assure an exemption from registration. The Plan Administrator also may require such

other documentation as may from time to time be necessary to comply with federal,

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provincial or state securities laws. THE COMPANY HAS NO OBLIGATION TO

UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES ISSUABLE

UPON THE EXERCISE OF OPTIONS.

(iii)

The Holder shall pay to the Company by cash, by wire transfer or, if the funds are drawn

from a Canadian bank, by certified cheque, promptly upon exercise of an Option or, if

later, the date that the amount of such obligations becomes determinable, all applicable

federal, state, provincial, local and foreign withholding taxes that the Plan Administrator,

in its discretion, determines to result upon exercise of an Option or from a transfer or

other disposition of Shares acquired upon exercise of an Option or otherwise related to an

Option or Shares acquired in connection with an Option. Upon approval of the Plan

Administrator, a Holder may satisfy such obligation by complying with one or more of

the following alternatives selected by the Plan Administrator:

by delivering to the Company Shares previously held by such Holder or by the

Company withholding Shares otherwise deliverable pursuant to the exercise of

the Option, which Shares received or withheld shall have a fair market value at

the date of exercise (as determined by the Plan Administrator) equal to any

withholding tax obligations arising as a result of such exercise, transfer or other

disposition; or

by complying with any other payment mechanism approved by the Plan

Administrator from time to time.

(iv)

The grant of Options and entering into any Agreement with respect to Options or the

issuance, transfer or delivery of certificates representing Shares pursuant to the exercise

of Options may be delayed, at the discretion of the Plan Administrator, until the Plan

Administrator is satisfied that the applicable requirements of the federal, provincial and

state securities laws and the withholding provisions under Applicable Laws have been

met and that the Holder has paid or otherwise satisfied any withholding tax obligation as

described in Section 5.1(m)(iii) above.

(n)

Stock Dividend or Reorganization

(i)

If: (1) the Company shall at any time be involved in a transaction described in

Section 424(a) of the Code (or any successor provision) or any “corporate transaction”

described in the regulations thereunder; (2) the Company shall declare a dividend payable

in, or shall subdivide, reclassify, reorganize, or combine, its Common Stock; or (3) any

other event with substantially the same effect shall occur, the Plan Administrator shall,

subject to Applicable Laws, with respect to each outstanding Option, proportionately

adjust the number of Shares subject to such Option and/or the exercise price per Share so

as to preserve the rights of the Holder after the event as substantially proportionate to the

rights of the Holder prior to such event, and to the extent that such action shall include an

increase or decrease in the number of Shares subject to outstanding Options, the number

of Shares available under Section 4 of this Plan and the exercise price for such Options

shall automatically be increased or decreased, as the case may be, proportionately,

without further action on the part of the Plan Administrator, the Company, the

Company’s shareholders, or any Holder, so as to preserve the proportional rights of the

Holder.

(ii)

In the event that the presently authorized capital stock of the Company is changed into

the same number of Shares with a different par value, or without par value, the stock

resulting from any such change shall be deemed to be Common Stock within the meaning

of this Plan, and each Option shall apply to the same number of Shares of such new stock

as it applied to old Shares immediately prior to such change.

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(iii)

If the Company shall at any time declare an extraordinary dividend with respect to the

Common Stock, whether payable in cash or other property, the Plan Administrator may,

subject to applicable law, in the exercise of its sole discretion and with respect to each

outstanding Option, proportionately adjust the number of Shares subject to such Option

and/or adjust the exercise price per Share so as to preserve the rights of the Holder after

the event as substantially proportionate to the rights of the Holder prior to such event, and

to the extent that such action shall include an increase or decrease in the number of

Shares subject to outstanding Options, the number of Shares available under Section 4 of

this Plan shall automatically be increased or decreased, as the case may be,

proportionately, without further action on the part of the Plan Administrator, the

Company, the Company’s shareholders, or any Holder.

(iv)

The foregoing adjustments to the Option terms or the number of Shares subject to

Options shall be made by the Plan Administrator, or by any successor administrator of

this Plan, or by the applicable terms of any assumption or substitution document.

(v)

The grant of an Option shall not affect in any way the right or power of the Company to

make adjustments, reclassifications, reorganizations or changes of its capital or business

structure, to merge, consolidate or dissolve, to liquidate, or to sell or transfer all or any

part of its business or assets.

EFFECTIVE DATE; SHAREHOLDER APPROVAL

6.1

Incentive Stock Options may be granted by the Plan Administrator from time to time on or after

the date on which this Plan is adopted (the “Effective Date”) through the day immediately preceding the tenth

anniversary of the Effective Date.

6.2

All other Options may be granted by the Plan Administrator on or after the Effective Date and

until this Plan is terminated by the Board in its sole discretion.

6.3

Termination of this Plan shall not terminate any Option granted prior to such termination.

6.4

If required by Applicable Laws, the approval of shareholders of the Company shall be obtained for

any reduction in the exercise price of any Option.

6.5

Any Incentive Stock Options granted by the Plan Administrator prior to the approval of this Plan

by the shareholders of the Company shall be granted subject to ratification of this Plan by the shareholders of the

Company within twelve (12) months after the Effective Date. If such shareholder ratification is sought and not

obtained, all Incentive Stock Options granted prior thereto and thereafter shall be considered Non-Qualified Stock

Options and any Options granted to Covered Employees will not be eligible for the exclusion set forth in

Section 162(m) of the Code with respect to the deductibility by the Company of certain compensation.

NO OBLIGATIONS TO EXERCISE OPTION

7.1

The grant of an Option shall impose no obligation upon an Optionee to exercise such Option.

NO RIGHT TO OPTIONS OR TO EMPLOYMENT

8.1

Whether or not any Options are to be granted under this Plan shall be exclusively within the

discretion of the Plan Administrator, and nothing contained in this Plan shall be construed as giving any person any

right to participate under this Plan.

8.2

The grant of an Option shall in no way constitute any form of agreement or understanding binding

on the Company or any Related Company, express or implied, that the Company or any Related Company will

employ or contract with an Optionee for any length of time, nor shall it interfere in any way with the Company’s or,

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where applicable, a Related Company’s right to terminate an Optionee’s employment at any time, which right is

hereby reserved.

INDEMNIFICATION OF PLAN ADMINISTRATOR

9.1

In addition to all other rights of indemnification they may have as members of the Board,

members of the Plan Administrator shall be indemnified by the Company for all reasonable expenses and liabilities

of any type or nature, including attorneys’ fees, incurred in connection with any action, suit or proceeding to which

they or any of them are a party by reason of, or in connection with, this Plan or any Option granted under this Plan,

and against all amounts paid by them in settlement thereof (provided that such settlement is approved by

independent legal counsel selected by the Company), except to the extent that such expenses relate to matters for

which it is adjudged that such Plan Administrator member is liable for willful misconduct; provided, that within

fifteen (15) days after the institution of any such action, suit or proceeding, the Plan Administrator member involved

therein shall, in writing, notify the Company of such action, suit or proceeding, so that the Company may have the

opportunity to make appropriate arrangements to prosecute or defend the same.

10.

AMENDMENT OF PLAN

10.1

The Plan Administrator may, subject to Applicable Laws, at any time, modify, amend or terminate

this Plan or modify or amend Options granted under this Plan, including, without limitation, such modifications or

amendments as are necessary to maintain compliance with Applicable Laws, provided that:

(a)

no amendment with respect to any outstanding Option which has the effect of reducing the

benefits afforded to the Holder thereof shall be made without the consent of such Holder;

(b)

the events triggering acceleration of vesting of any outstanding Option may be modified, expanded

or eliminated without the consent of the Holder thereof;

(c)

the Plan Administrator may make the effectiveness of any such amendment conditional on the

receipt of shareholder approval at such time and in such manner as the Plan Administrator may

consider necessary for the Company to comply with, or to avail the Company and/or the

Optionees of the benefits of, any Applicable Laws, including any securities, tax, market listing or

other administrative or regulatory requirement; and

(d)

the Plan Administrator may not increase the number of Shares available for issuance on the

exercise of Incentive Stock Options without the approval of the shareholders of the Company.

10.2

Without limiting the generality of Section 10.1 hereof, the Plan Administrator may modify grants

to persons who are eligible to receive Options under this Plan who are foreign nationals or employed outside Canada

and the United States to recognize differences in local law, tax policy or custom.

Effective Date:____________________,2014

Blox (BLXX) S-8Registration of securities for employees