Exhibit 6.4

CAARY CAPITAL LTD.

STOCK OPTION PLAN

2020

STOCK OPTION PLAN

FOR

DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND CONSULTANTS

OF

CAARY CAPITAL LTD.

For the purposes hereof and unless the context otherwise requires:

“Advisors” means any individual (other than a Director, an Officer or an Employee) or corporation or other entity that (i) is engaged by the Corporation or a Subsidiary to provide services for an initial, renewable or extended period of 12 months or more, other than in relation to a distribution of securities, (ii) provides the services under a written contract with the Corporation or a Subsidiary, and (iii) spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Subsidiary;

“Board” means the board of directors of the Corporation;

“Change of Control” means (i) the sale of all or substantially all of the assets of the Corporation on a consolidated basis, in one transaction or a series of related transactions, to a person that is not a Subsidiary, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Corporation’s outstanding voting rights immediately prior to such transaction do not own a majority of the outstanding voting rights of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) any person or a group of persons acting jointly or in concert becoming the beneficial owner, directly or indirectly, of shares carrying at least a majority of the outstanding voting rights of the Corporation, or (iv) any other transaction in which the owners of the Corporation’s outstanding voting rights prior to such transaction do not own at least a majority of the outstanding voting rights of the Corporation or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Corporation or an internal corporate reorganization;

“Change of Control Price” means the per share consideration paid in conjunction with any transaction (which per share price shall be equal and identical for all Issued Shares subject to a Change of Control event) resulting in a Change of Control (or, if the Board so determines, the cash value of such consideration as determined in good faith by the Board if any part of the consideration is payable other than in cash), provided that in the event of a Change of Control pursuant to clause (i) of the definition of “Change of Control”, the “Change of Control Price” shall equal the per share consideration paid for the assets sold pursuant to such Change of Control (or, if the Board so determines, the cash value of such consideration as determined in good faith by the Board if any part of the consideration is payable other than in cash), net of any transaction expenses incurred in connection with such Change of Control (including repayment of debt), plus or minus the residual assets and liabilities of the Corporation, each as determined by the Board in good faith;

“Committee” has the meaning given thereto in Paragraph 3.1;

“Consultant” means any individual (other than a Director, an Officer or an Employee) or corporation or other entity that (i) is engaged by the Corporation or a Subsidiary to provide services for an initial, renewable or extended period of 12 months or more, other than in relation to a distribution of securities, (ii) provides the services under a written contract with the Corporation or a Subsidiary, and (iii) spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Subsidiary;

“Corporation” means Caary Capital Ltd. or its successor;

“Director” means any individual who is a director of the Corporation or a Subsidiary;

“Employee” means any individual who is an employee of the Corporation or a Subsidiary;

“Exercise Price” has the meaning given thereto in Section 6;

“Issued Shares” means all of the issued and outstanding shares in the capital of the Corporation, including, without limitation, the Shares (as defined below) and any other share in the capital stock of the Corporation issued or outstanding;

“Last Working Day” means the Employee’s last day of work for the Corporation or a Subsidiary, excluding any period representing pay in lieu of notice, severance pay, gratuitous payment or any other indemnity, amount or notice whatsoever on account of termination of employment;

“Officer” means any individual who is an officer of the Corporation or a Subsidiary duly appointed by the Board;

“Option” means an option granted under the Plan;

“Option Period” has the meaning given thereto in Paragraph 7.1;

“Optionee” means a Director, Officer, Employee, Advisor or Consultant to whom an Option has been granted under the Plan;

“Plan” means this Stock Option Plan for Directors, Officers, Employees, Advisors and Consultants of the Corporation and its Subsidiaries, as may be amended or restated from time to time;

“Shares” means Class A Common shares in the share capital of the Corporation, and includes any shares of the Corporation into which such shares may be changed, classified, reclassified, subdivided, consolidated or converted from time to time;

“Subsidiary” means any corporation or other entity in which the Corporation owns, directly or indirectly, securities carrying at least a majority of the outstanding voting rights of such corporation or other entity at the time of granting of the Option;

“Termination Event” means each of the events described in Paragraphs 7.2.1 to 7.2.4 inclusive; and

“Withholding Amount” has the meaning given thereto in Paragraph 10.1.

The purpose of the Plan is to secure for the Corporation and its shareholders the benefits of incentive interest in share ownership by Directors, Officers, Employees, Advisors and Consultants of the Corporation and its Subsidiaries.

All decisions and interpretations of the Board or the Committee, as applicable, shall be binding on all persons, including the Corporation and the Optionees.

Notwithstanding the foregoing, the Board and Committee may not take any actions hereunder, and no Options shall be granted, that would violate any applicable Canadian securities law or any other applicable Canadian governing statute or law, or which would give rise to any material adverse tax consequences to any Optionee.

The exercise price for each Option (the “Exercise Price”) shall be established by the Board at the time of grant, but shall not be less than the fair market value of the Shares on the date of grant as determined by the Board in its sole discretion.

Notwithstanding the provisions above, the Board may, in its sole and absolute discretion, at any time prior to or following the events contemplated in the provisions above and in any document evidencing the grant of an Option, permit the exercise of any or all Options held by the Optionee thereof in the manner and on the terms authorized by the Board.

Unless the Board, in its sole and absolute discretion, otherwise determines , at any time and from time to time, an Optionee’s entitlement to Options will not be affected by a change of employment within or among the Corporation or a Subsidiary for so long as the Optionee continues to be a Director, Officer, Employee, Advisor or Consultant, as applicable, of the Corporation or a Subsidiary.

In the event of a Change of Control, and provided that the Optionee continues to be employed or engaged by the Corporation, the Corporation shall give written notice of any proposed Change of Control to each Optionee. All unvested Options shall immediately vest and each vested Option held by an Optionee that, upon such Change of Control, become exercisable in connection with the attainment of performance objectives, shall be at the election of the Optionee at any time within the 14-day period following the giving of such notice, either:

Upon the expiration of such 14-day period, the Optionee will be deemed to elect to surrender such vested Options in exchange for such payment by the Corporation. Such payment shall be made by wire transfer to the bank account designated in writing by the Optionee at the time of grant of such Options (which account may be changed from time to time by written notice to the Corporation from the Optionee). If such account does not accept wires or is closed at the time of payment by the Corporation, all rights of the Optionees in connection with such payment and the exercise of such Options shall terminate and all such Options shall immediately expire and cease to have any further force or effect and the Corporation shall be released from any obligation to make such payment.

Any Withholding Amount retained or received from the Optionee will be remitted to the appropriate governmental authority by the Corporation or a Subsidiary.

This grant of Options detailed herein is personal to the Optionee receiving such grant of Options. No Option or any interest therein shall be assignable or transferable by the Optionee.

An Optionee shall have no rights as a shareholder of the Corporation with respect to any Shares covered by their Options.

In the event of any reorganization, change in the number of issued and outstanding Shares of the Corporation by reason of any stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, an equitable adjustment shall be made by the Board in the number and/or kind of Shares subject to outstanding Options and in the Exercise Price of such outstanding Options. Such adjustment will be final, binding and conclusive on all parties.

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