LION COPPER & GOLD CORP.

The Board may from time to time amend, suspend or terminate the Incentive Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Incentive Plan), materially and adversely alter or impair the terms or conditions of the Award previously granted without the participant's consent. Any amendment to the Incentive Plan or to the terms of any Award previously granted is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange.

Prior approval of the Shareholders shall be required to make any amendment to the Incentive Plan or an Award that would (i) require Shareholder approval under the rules or regulations of the SEC, the Nasdaq Capital Market ("Nasdaq"), or any other securities exchange that is applicable to the Company; (ii) increase the number of Common Shares authorized under the Incentive Plan; (iii) increase the annual limitations on Awards to employees, officers, consultants, advisors, and non-employee directors, (iv) permit repricing of options or SARs, which is currently prohibited; (v) permit the award of options or SARs at a price less than 100% of the fair market value of a Common Share on the date of grant; or (vi) increase the maximum term permitted for options and for SARs.