Form 8-K12B

8-K12B — Nova Minerals Ltd

Accession: 0001493152-26-028856

Filed: 2026-06-16

Period: 2026-06-16

CIK: 0001852551

SIC: 1040 (GOLD & SILVER ORES)

Item: Entry into a Material Definitive Agreement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K12B — form8-k12b.htm (Primary)

EX-2.2 (ex2-2.htm)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-14.1 (ex14-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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GRAPHIC (ex2-2_002.jpg)

GRAPHIC (ex14-1_001.jpg)

GRAPHIC (ex99-2_001.jpg)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

8-K12B

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 16, 2026

Nova

Minerals Corp

Nova Minerals Ltd

(Exact

name of registrant as specified in its charter)

Nevada

001-42132

42-1800080

(State or other Jurisdiction

(Commission File

(IRS Employer

of Incorporation)

Number)

Identification No.)

6312

South Fiddlers Green Circle, Suite 300E

Greenwood

Village, Colorado

80111

(Address of Principal

Executive Offices)

(Zip Code)

Registrant’s

Telephone Number, including Area Code: +61 3 9537 1238

(Former

Name or Former Address, if Changed Since Last Report): Nova Minerals Limited

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol

Name of exchange

on which registered

Common Stock, $0.001 par

value per share

NVA

NYSE American LLC

Warrants to purchase Common

Stock

NVAWS

NYSE American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory

Note

Completion

of Redomiciliation

June 16, 2026 (“Effective Date”), the redomiciliation (“Redomiciliation”) of Nova Minerals Limited, an Australian

corporation (“Nova Minerals”), was implemented under Australian law in accordance with the Scheme Implementation Deed, as

amended and restated on March 30, 2026, between Nova Minerals and Nova Minerals Corp, a Nevada corporation (“US Holdco”).

The Redomiciliation was effected pursuant to a statutory Scheme of Arrangement under Australian law (the “Scheme”). As a

result of the Redomiciliation, Nova Minerals became a wholly-owned subsidiary of US Holdco, which is the new parent company. The terms

“we,” “our,” or “us” refer to Nova Minerals prior to the Effective Date and US Holdco after the Effective

Date.

Prior

to the Redomiciliation, Nova Minerals had ordinary shares listed on the Australian Securities Exchange (the “ASX”), ordinary

shares quoted on the over-the-counter (the “OTC”) markets, ordinary shares represented by American Depositary Shares (“ADSs”)

and warrants (“Nova Minerals Warrants”) listed on the Nasdaq Capital Market (“Nasdaq”). The ADSs and Nova Minerals

Warrants were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Upon

completion of the Redomiciliation, our primary listing changed from the ASX to the NYSE American LLC (“NYSE American”).

We maintain an ASX listing via Chess Depositary Interests (“CDIs”), with each CDI representing 1/12th of a share

of US Holdco common stock, par value $0.001 per share ( “US Holdco Common Stock”).

connection with the Scheme:

●

holders of

ordinary shares of Nova Minerals listed on the ASX received one CDI for every ordinary share of Nova Minerals held on the Scheme

record date;

●

holders of ordinary shares

of Nova Minerals quoted on the OTC markets received one share of US Holdco Common Stock for every 12 ordinary shares of Nova Minerals

held on the Scheme record date;

●

holders of ADSs, with each

ADS representing 12 ordinary shares of Nova Minerals, received one share of US Holdco Common Stock for every ADS held on the Scheme

record date; and

●

holders of Nova Minerals

Warrants received three listed warrants of US Holdco (“US Holdco Warrants”) for every Nova Minerals Warrant held on the

Scheme record date.

The

shares of US Holdco Common Stock and the US Holdco Warrants were exempt from registration under the Securities Act of 1933, as amended

(the “Securities Act”), pursuant to Section 3(a)(10) thereof.

The

ADSs and Nova Minerals Warrants were suspended from trading on Nasdaq beginning on June 3, 2026 and, following the Effective Date, will

no longer trade on Nasdaq.

Pursuant

to Rule 12g-3(a) under the Exchange Act, as of the Effective Date:

●

US Holdco is

the successor issuer to Nova Minerals;

●

The shares of US Holdco

Common Stock and the US Holdco Warrants are deemed to be registered under Section 12(b) of the Exchange Act; and

●

US Holdco is subject to

the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. US Holdco

hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

Holdco Common Stock and US Holdco Warrants are expected to commence trading on the NYSE American at the start of trading on June 17,

2026, or as soon as possible thereafter, under the symbols “NVA” and “NVAWS”, respectively, which are the same

symbols that the ADSs and Nova Minerals Warrants traded under prior to the Effective Date, respectively. The CUSIPs for US Holdco Common

Stock and US Holdco Warrants are 66982H105 and 66982H113, respectively.

Nasdaq

has filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to delist the ADSs and Nova Minerals Warrants

from Nasdaq. Nova Minerals has filed a Form 15 with the SEC to terminate the registration of the ADSs and Nova Minerals Warrants under

Section 12(g) of the Exchange Act and to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item

1.01 Entry into a Material Definitive Agreement.

The

information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

The

description of the Scheme Implementation Deed is qualified in its entirety by reference to the text of the Scheme Implementation Deed,

filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The

information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item

3.02 Unregistered Sales of Equity Securities.

The

information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item

3.03 Material Modification to Rights of Security Holders.

The

information included under the Explanatory Note, and Items 3.01, 5.01, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated

by reference into this Item 3.03.

Item

5.01 Changes in Control of Registrant.

The

information included under the Explanatory Note and Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this

Item 5.01.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Directors

and Executive Officers

Below

is a list of the names, ages, positions and a brief summary of business experience of the individuals who serve as US Holdco’s

directors and executive officers as of June 16, 2026.

Name

Age

Position

Christopher Gerteisen

President, Chief Executive Officer, and Director

Ashlie Thorburn

Chief Financial Officer

Richard Beazley

Chairman

Craig Bentley

Director

Avi Geller

Director

Chaim D. Berger

Director

Biographical

information with respect to the directors and officers above, except that of Ms. Ashlie Thorburn, can be found under Item 6A of the Annual

Report on Form 20-F filed by Nova Minerals with the SEC on September 19, 2025. Such biographical information is incorporated by reference

into this Item 5.02.

Ms.

Thorburn joined Nova Minerals in April 2026 as Chief Financial Officer and was appointed Chief Financial Officer of US Holdco in June

2026. Ms. Thorburn is a financial executive with more than 20 years’ experience in senior financial leadership roles, primarily

within the mining industry across companies listed on U.S. stock exchanges, TSX and ASX and private companies. Prior to her appointment

as Chief Financial Officer of Nova Minerals, Ms. Thorburn served as the U.S. Finance Lead at Southwest Critical Minerals, where she was

responsible for acquisition integration, budgeting treasury management and private equity reporting, from September 2025 to April 2026.

She also served as Senior Manager at Armanino Advisory, from September 2023 to May 2025, Vice President and Controller at Hycroft Mining

Holding Corp., from June 2021 to September 2023 and as a controlled in other listed companies from 2014.

Classified

Board of Directors

Holdco’s Amended and Restated Articles of Incorporation provides that the board of directors (the “Board”) is divided

into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with

the other classes continuing for the remainder of their respective terms.

The

classes of the Board are designated as follows:

●

Richard Beazley

is a Class I director, and his initial term will expire at the annual meeting of stockholders to be held in 2027;

●

Chaim (Dovi) Berger and

Avi Geller are Class II directors, and their initial terms will expire at the annual meeting of stockholders to be held in 2028;

and

●

Craig Bentley and Christopher

Gerteisen are Class III directors, and their initial terms will expire at the annual meeting of stockholders to be held in 2029.

Board

Committees

The

Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee and Nominating and Governance Committee.

Each of those committees has a written charter approved by the Board. The current charter for each of those committees will be posted

under the section “Corporate Governance” of US Holdco’s website, www.novamineralscorp.com. The contents of US

Holdco’s website are not incorporated by reference into or otherwise a part of this Current Report on Form 8-K.

Members

of the committees are as follows:

Audit

Committee: Avi Geller (Chair), Chaim (Dovi) Berger and Richard Beazley.

Compensation

Committee: Chaim (Dovi) Berger (Chair), Avi Geller and Richard Beazley.

Nominating

and Governance Committee: Richard Beazley (Chair), Avi Geller and Chaim (Dovi) Berger.

Stock

Incentive Plan

Holdco has adopted an incentive plan and a sub-plan for residents of Australia, which are attached hereto as Exhibit 10.2 and 10.3, respectively,

and incorporated herein by reference into this Item 5.02.

Indemnification

Agreements

Holdco will enter into indemnification agreements with each of the directors and executive officers of US Holdco. These agreements

will provide for the indemnification by US Holdco of these persons against certain liabilities that may arise by reason of their

status or service as a director or officer or in such other capacity and to advance expenses incurred as a result of certain proceedings,

to the fullest extent provided by applicable law.

The

foregoing description of the indemnification agreements is qualified in its entirety by reference to the form of such agreement, filed

as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

connection with the Redomiciliation, the rights of our securityholders are no longer governed by Nova Minerals’ organizational

documents and instead are now governed by US Holdco’s Amended and Restated Articles of Incorporation and its bylaws (the “Bylaws”),

which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. A summary of the material terms

of the Amended and Restated Articles of Incorporation and the Bylaws are attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item

5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Holdco has adopted a Code of Business Conduct and Ethics (the “Code”), which applies to all directors, officers and employees

of US Holdco and its subsidiaries.

The

foregoing description of the Code is qualified in its entirety by reference to the text of the Code, which is filed as Exhibit 14.1 to

this Current Report on Form 8-K and incorporated herein by reference. The Code will be made available on US Holdco’s website at

www.novamineralscorp.com under the section “Corporate Governance”. The contents of US Holdco’s website are not

incorporated by reference into or otherwise a part of this Current Report on Form 8-K.

Item

8.01 Other Events.

Press

Release

June 16, 2026 (U.S. time), US Holdco issued a press release announcing the completion of the Redomiciliation and related information.

A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Successor

Issuer

Pursuant

to Rule 12g-3(a) under the Exchange Act, US Holdco is the successor issuer to Nova Minerals. As a result, US Holdco Common Stock and

US Holdco Warrants are deemed to be registered under Section 12(b) of the Exchange Act, and US Holdco is subject to the periodic and

current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. US Holdco hereby reports this

succession in accordance with Rule 12g-3(f) under the Exchange Act.

Transfer

Agent, Registrar and Warrant Agent

The

transfer agent and registrar for US Holdco Common Stock and the warrant agent for the US Holdco Warrants is Computershare Trust Company,

N.A (“Computershare”). Computershare’s address is 150 Royall Street, Canton, Massachusetts 02021.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

2.1

Scheme Implementation Deed, dated March 3, 2026, between Nova Minerals Limited and Nova Minerals Corp, incorporated by reference to Exhibit 2.1 filed on a Form 6-K by Nova Minerals Limited on March 3, 2026.

2.2

Deed of Amendment and Restatement to Scheme Implementation Deed, dated March 30, 2026, between Nova Minerals Limited and Nova Minerals Corp.

3.1

Amended and Restated Articles of Incorporation of Nova Minerals Corp.

3.2

Bylaws of Nova Minerals Corp.

10.1

Form of Indemnification Agreement.

10.2

Nova Minerals Corp Equity Incentive Plan.

10.3

Nova Minerals Corp Sub-Plan.

14.1

Code of Business Conduct and Ethics.

99.1

Description of Securities.

99.2

Press Release, dated June 16, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Nova Minerals Corp

Date: June 16, 2026

/s/ Christopher Gerteisen

Name:

Christopher Gerteisen

Title:

President and Chief Executive Officer

EX-2.2

Filename: ex2-2.htm · Sequence: 2

Exhibit

2.2

Scheme

Implementation Deed Amendment Deed

Nova

Minerals Limited

ACN

006 690 348

Nova

Minerals Corp

company incorporated in the State of Nevada, United States

Amendment

Deed to the

Scheme

Implementation Deed dated 3 March 2026

2026

THIS

DEED is made on 30 March 2026

BETWEEN:

(1) Nova

Minerals Limited ACN 006 690 348 whose registered office is at Suite 5 / 242 Hawthorn

Road, Caufield VIC 3161 (Nova Minerals); and

(2) Nova

Minerals Corp a corporation incorporated under the laws of Nevada, United States, whose

registered office is at 112 North Curry Street, Carson City, NV 89703, United States (the

Nova Minerals Corp).

RECITALS:

(A) The

parties entered into the scheme implementation deed dated 3 March 2026 (Scheme Implementation

Deed).

(B) The

parties wish to amend the Scheme Implementation Deed in the manner set out in this document.

THE

PARTIES AGREE AS FOLLOWS:

1. Interpretation

1.1 Definitions

Unless

otherwise defined in this document, a term that is defined in the Scheme Implementation Deed (as amended by this document) has the same

meaning in this document.

1.2 Rules

for interpreting this document

Clause

1.2 (Interpretation) of the Scheme Implementation Deed applies to this document mutatis mutandis.

2. Consideration

Each

party acknowledges that it has received valuable consideration for entering into this document.

3. Amendments

3.1 Amendments

to the Scheme Implementation Deed

The

Principal Document is amended with effect on and from the date of this deed, the parties agree in accordance with clause 13.1 (Amendments)

of the Scheme Implementation Deed that the Scheme Implementation Deed is amended to read as follows:

(a) deleting

the definition of “Nova Minerals Corp Warrant” at clause 1.1 (Definitions) of

the Scheme Implementation Deed and clause 1.1 (Defined terms) of Schedule 5 (Scheme of Arrangement

– Warrant Scheme) and replacing it with the following:

“Nova

Minerals Corp Warrant means a warrant to acquire the corresponding amount of Nova Minerals Corp Shares, to be issued on substantially

the same terms as a Nova Minerals Listed Warrant, other than any terms which are required to be adjusted to implement the Schemes, including

any adjustments to the exercise price and the number of Nova Minerals Corp Shares issued upon exercise.”

Ashurst 1

(b) deleting

clause 5.3(a) (Warrant Scheme Consideration) of the Scheme Implementation Deed and replacing

it with the following:

“Subject

to clause 5.5, Nova Minerals Corp undertakes and warrants to Nova Minerals (in its own right and on behalf of each Warrant Scheme Participant)

that in consideration of the transfer to Nova Minerals Corp of each Scheme Warrant held by a Warrant Scheme Participant under the terms

of the Warrant Scheme, Nova Minerals Corp will (subject to the terms of this deed, the Warrant Scheme and the Warrant Scheme Deed Poll)

on the Implementation Date issue three new Nova Minerals Corp Warrants to that Warrant Scheme Participant for each Scheme Warrant held

by that Warrant Scheme Participant on the Record Date in accordance with the terms of the Warrant Scheme and Warrant Scheme Deed Poll.”

clause 5.5(a) (Terms of Nova Minerals Corp Warrants) of the Scheme Implementation Deed and

replacing it with the following:

“have

an exercise price per Nova Minerals Corp Share corresponding to the corresponding exercise price per Nova Minerals ADS of the relevant

Scheme Warrant it replaces;”

(d) deleting

clause 6.3(c) (Issue of Scheme Consideration) of Schedule 5 (Scheme of Arrangement –

Warrant Scheme) of the Scheme Implementation Deed and replacing it with the following:

“The

obligation of Nova Minerals to procure the issue of the Scheme Consideration under this Scheme will be satisfied by Nova Minerals Corp:

(i) issuing

three Nova Minerals Corp Warrants to the Scheme Participants for each Scheme Warrant held

by each Scheme Participant on the Record Date; and

(ii) entering

into the Nova Minerals Corp Warrant Register the name of each person who is to receive Nova

Minerals Corp Warrants pursuant to this Scheme.”

3.2 Effect

of amendments

(a) Except

as expressly amended by this document, no changes to the Scheme Implementation Deed are to

be inferred or implied, and in all other respects the Scheme Implementation Deed is confirmed

and remains in full force and effect.

(b) With

effect on and from the date of this document, references in any document (other than this

document) to the Scheme Implementation Deed will be read and construed as references to the

Scheme Implementation Deed as amended by this document.

3.3 Inconsistency

the extent of any inconsistency between the Scheme Implementation Deed and this document, the terms of this document prevail.

4. Notices

Clause

11 (Notices) of the Scheme Implementation Deed applies to this document.

5. General

5.1 Governing

law

Clause

14 (Governing law and jurisdiction) of the Scheme Implementation Deed applies to this document.

5.2 Amendment

This

document can only be amended or replaced by another document signed by the parties.

5.3 Counterparts

This

document may be executed in counterparts. Delivery of a counterpart of this document by email attachment constitutes an effective mode

of delivery.

Ashurst 2

EXECUTED as a deed.

executed

by NOVA

MINERALS LIMITED ACN 006 690 348:

/s/

Craig Bentley

/s/

Ian Pamensky

Signature

of director

Signature

of director/secretary

Craig

Bentley

Ian

Pamensky

Name

signed,

SEALed and delivered by NOVA

MINERALS CORP in the presence of:

/s/

Chaim (Dovi) Berger

/s/

Avi Geller

Signature

of witness

Signature

of sole Director

Chaim

(Dovi) Berger

Avi

Geller

Name

of witness

Name

of sole Director

EX-3.1

Filename: ex3-1.htm · Sequence: 3

Exhibit

3.1

AMENDED

AND RESTATED

ARTICLES

OF INCORPORATION

NOVA

MINERALS CORP

ARTICLE

NAME

The

name of the corporation is Nova Minerals Corp (the “Corporation”).

ARTICLE

REGISTERED

OFFICE AND AGENT

The

Corporation may, from time to time, in the manner provided by law, change the registered agent and registered office within the State

of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State

of Nevada.

ARTICLE

AUTHORIZED

CAPITAL STOCK

Number and Par Value of Shares. The Corporation is authorized to issue 510,000,000 shares of capital stock consisting of 500,000,000

shares of Common Stock, having a par value of $0.001 per share, and 10,000,000 shares of Preferred Stock, having a par value of $0.001

per share.

Designation of Preferred Stock. Pursuant to Nevada Revised Statutes (“NRS”) 78.1955, shares of Preferred Stock

may be issued from time to time in one or more classes or series, each of which shall have such distinctive designation or title as shall

be determined by the Board of Directors prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers (or

no voting powers), designations, preferences, limitations, restrictions and relative rights, as shall be stated in such resolution or

resolutions providing for the issuance of such class or series of Preferred Stock, as may be adopted from time to time by the Board of

Directors prior to the issuance of any shares thereof and, for so long as the Corporation is admitted to the official list of ASX, in

compliance with the requirements of the ASX Listing Rules.

ARTICLE

LIMITATION

ON LIABILITY OF DIRECTORS AND OFFICERS

To the fullest extent permitted by the NRS, as the same exists hereon or may hereafter be amended or supplements, the Corporation, or

any successor thereto, shall indemnify any person who was or is made a party or is threatened to be made a party to any threatened, pending

or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person

is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including as a manager of a

limited liability company), from and against any and all expenses, liabilities, costs or matters referred to therein or covered thereby,

including, but not limited to, attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred

by the person in connection with the action, suit or proceeding.

The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS.

If the NRS are amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors

or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted

by the NRS.

Any repeal or modification of this Article 4 approved by the stockholders of the Corporation shall be prospective only, and shall

not adversely affect any right or protection of a person existing as of the time of such repeal or modification. In the event of any

conflict between this Article 4 and any other Article of the Corporation’s Articles of Incorporation or between this Article

4 and any other provision in the Bylaws, the terms and provisions of this Article shall control.

ARTICLE

CORPORATE

OPPORTUNITIES

the fullest extent permitted by NRS 78.070(8) and except as may be otherwise expressly agreed in writing by the Corporation, the Corporation,

on behalf of itself and its subsidiaries, if any, renounces any interest or expectancy of the Corporation and its subsidiaries, if any,

in, or in being offered an opportunity to participate in, business opportunities, which are from time to time presented to any director

or officer of the Corporation and its subsidiaries, if any, even if the opportunity is one that the Corporation or its subsidiaries,

if any, might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. No such

person or entity shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director

or officer or otherwise, by reason of the fact that such person or entity pursues or acquires such business opportunity, directs such

business opportunity to another person or entity or fails to present such business opportunity, or information regarding such business

opportunity, to the Corporation or its subsidiaries, if any. Neither the alteration, amendment, addition to or repeal of this Article,

nor the adoption of any provision of these Articles of Incorporation (including any certificate of designations relating to any series

or class of Preferred Stock) inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any business

opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue

or arise, prior to such alteration, amendment, addition, repeal or adoption.

-2-

ARTICLE

DISTRIBUTIONS

Notwithstanding

anything contained in these Articles of Incorporation to the contrary, the Corporation is hereby specifically allowed to make any distribution

that would otherwise be prohibited by NRS 78.288(2)(b).

ARTICLE

EXCLUSIVE

FORUM; WAIVER OF JURY TRIAL

Unless the Corporation consents in writing to the selection of an alternative forum, and subject to applicable jurisdictional requirements,

the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting

a claim of breach of a fiduciary duty owed by any current or former director, officer or controlling stockholder of the Corporation in

such capacity, (iii) any action asserting a claim arising pursuant to any provision of NRS Title 7, these Articles of Incorporation or

the Corporation’s Bylaws, as amended or restated from time to time (the “Bylaws”), including any internal action

(as defined in NRS 78.046 or any successor statute), or (iv) any action asserting a claim governed by the internal affairs doctrine shall

be the Eighth Judicial District Court of the State of Nevada, in Clark County, Nevada (the “Eighth Judicial District Court”)

(or, if the Eighth Judicial District Court lacks jurisdiction over such action or proceeding, then another court of the State of Nevada

or, if no court of the State of Nevada has jurisdiction, then the United States District Court for the District of Nevada). The foregoing

sentence shall not apply to claims arising under the Securities Act of 1933, as amended (the “Securities Act”), the

Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Unless

the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America

shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

To the fullest extent permitted by applicable law, all internal actions (as defined in NRS 78.046 or any successor statute) to be tried

in any court of the State of Nevada must be tried before the presiding judge as the trier of fact, and not before a jury. This Article

shall conclusively operate as a waiver of the right to trial by jury by each party to any such internal action.

ARTICLE

ELECTION

TO OPT-OUT

Acquisition of Controlling Interest. The Corporation elects not to be governed by the terms and provisions of NRS 78.378 through

NRS 78.3793, inclusive, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment

to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or

repealing any of the provisions of this Article shall apply to or have any effect on any transaction involving acquisition of control

by any person or any transaction with an interested stockholder occurring prior to such amendment or repeal.

Combinations with Interested Stockholders. The Corporation elects to be governed by the terms and provisions of NRS 78.411 through

NRS 78.444, inclusive, as the same may be amended, superseded, or replaced by any successor section, statute, or provision.

-3-

ARTICLE

APPROVAL

OF CERTAIN BUSINESS COMBINATIONS

In addition to any affirmative vote required by applicable law, the Articles of Incorporation or the Bylaws, and except as provided in

Section B of this Article, the affirmative vote of the holders of at least two-thirds of the total voting power of the capital stock

of the Corporation issued and outstanding and entitled to vote thereon, voting together as a single class, shall be required to authorize,

adopt or approve any of the following:

(i)

any merger, conversion, or exchange of the Corporation or any

direct or indirect subsidiary of the Corporation with or into any other entity;

(ii)

any sale, lease, exchange, transfer or other disposition of

all or substantially all of the assets of the Corporation or any direct or indirect subsidiary of the Corporation, in a single transaction

or a series of related transactions;

(iii)

any dissolution or liquidation of the Corporation;

(iv)

any reclassification of securities, recapitalization, or other

transaction that has the effect of increasing the proportionate voting power of any person or group to more than twenty percent (20%)

of the total voting power of the Corporation; or

(v)

any agreement, contract or other arrangement providing for

any of the foregoing.

The supermajority voting requirement set forth in Section A of this Article shall not apply to any transaction described in Section A

that has been approved by a majority of the entire Board of Directors of the Corporation then in office prior to the submission of such

transaction to a vote of the stockholders. In such event, such transaction shall require only such vote of the stockholders, if any,

as is required by the NRS, the other provisions of these Articles of Incorporation, or the Bylaws.

For purposes of this Article, a “person” or “group” shall have the meanings ascribed to such terms in Sections

13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

The Board of Directors shall have the sole power and duty to determine, on the basis of information known to such directors at the time,

all facts necessary to ascertain whether the supermajority voting requirement of Section A applies to any transaction, including without

limitation whether a transaction constitutes a disposition of “all or substantially all” of the assets of the Corporation

or a “series of related transactions.” Any such determination made in good faith shall be conclusive and binding for all

purposes of this Article.

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ARTICLE

CONVERSION

The Board of Directors shall have the authority to approve and adopt a plan of conversion pursuant to NRS 92A.105 (or any successor provision)

providing for the conversion of the Corporation from a Nevada corporation to a corporation or other entity organized under the laws of

any other jurisdiction, and to take all actions necessary or desirable to effectuate such conversion, including the adoption of new governing

documents under the laws of such other jurisdiction.

Any plan of conversion approved by a majority of the entire Board of Directors then in office shall require only the approval of the

holders of a majority of the voting power of the capital stock of the Corporation issued and outstanding and entitled to vote thereon,

voting together as a single class, or such other vote as may be required by the NRS, whichever is greater. The supermajority voting requirements

set forth in Article 9.A of these Articles of Incorporation shall not apply to any such conversion or to the adoption of new governing

documents in connection therewith.

For the avoidance of doubt, the Board of Directors may, in connection with any plan of conversion, adopt articles or certificate of incorporation,

bylaws and other governing documents under the laws of the new jurisdiction that differ in any respect from these Articles of Incorporation

and the Bylaws of the Corporation, and the adoption of such governing documents shall not be deemed an amendment, alteration, repeal

or rescission of these Articles of Incorporation or the Bylaws for purposes of Article 9 or any other provision of these Articles of

Incorporation or the Bylaws.

ARTICLE

AMENDMENTS

Articles of Incorporation. Notwithstanding anything contained in these Articles of Incorporation to the contrary,

(i)

Articles 4, 5, 6, 7, 9, 10 may be amended, altered, repealed

or rescinded, in whole or in part, or any provision inconsistent with those provisions or this provision may be adopted, only by the

affirmative vote of the holders of at least two-thirds of the total voting power of the Corporation entitled to vote on such amendment,

alteration, repeal, rescission or adoption, voting together as a single class.

(ii)

Article 2 may be amended, altered, repealed or rescinded, in

whole or in part, or any provision inconsistent with Article 2 may be adopted, by the affirmative vote of the holders of a majority of

the voting power present in person or represented by proxy at a meeting at which a quorum is present, voting together as a single class.

(iii)

The supermajority voting requirement set forth in Section A(i)

of this Article shall not apply to any proposed amendment that has been approved by a majority of the entire Board of Directors of the

Corporation then in office prior to the submission of such transaction to a vote of the stockholders. In such event, such transaction

shall require only such vote of the stockholders, if any, as is required by the NRS, the other provisions of these Articles of Incorporation,

or the Bylaws

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Bylaws. The Board of Directors is expressly authorized to adopt, amend, alter, repeal or rescind, in whole or in part, the Bylaws.

By affirmative vote of the holders of at least two-thirds of the voting power of the capital stock issued and outstanding and entitled

to vote, voting together as a single class, stockholders may adopt, amend, alter or repeal the Bylaws. Notwithstanding the previous sentence,

any amendment, alteration, repeal or rescission of the Bylaws shall require the affirmative vote of at least two-thirds of the total

voting power of the Corporation entitled to vote on such amendment, alteration, repeal, rescission or adoption, voting together as a

single class.

ARTICLE

EMERGENCY

BYLAWS

the event of any emergency, disaster or catastrophe, or similar emergency condition, as a result of which a quorum of the Board cannot

readily be convened for action, a meeting of the Board or a committee thereof may be called by any director, the Chief Executive Officer

or the President. Notice of such meeting need only be given to those directors whom it is practicable to reach by any available means

of communication, and such notice shall be given at such time in advance of the meeting as circumstances permit. At any such meeting,

a quorum shall consist of the number of directors in attendance at such meeting. Any actions taken in good faith at any such meeting

shall have the same effect as if taken at a regularly convened meeting of the Board. To the extent not inconsistent with the provisions

of this Article, all other provisions of these Bylaws shall remain in effect during any such emergency and upon the termination of such

emergency, the emergency bylaws shall cease to be operative

ARTICLE

INTERPRETATION

The

Board of Directors shall have the exclusive power to interpret and construe the provisions of these Articles of Incorporation and the

Bylaws, and any determination made by the Board of Directors in good faith and on the basis of such information as may be possessed by

the Board of Directors at the time shall be conclusive and binding upon all stockholders, directors, officers and other persons.

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EX-3.2

Filename: ex3-2.htm · Sequence: 4

Exhibit

3.2

BYLAWS

NOVA

MINERALS CORP

EFFECTIVE

DATE: April 14, 2026

These

Bylaws (the “Bylaws”) of Nova Minerals Corp, a Nevada corporation (hereinafter called the “Corporation”),

are effective as of the date set forth above.

ARTICLE

OFFICES

Section

1. Principal Office. The principal office and any other offices of the Corporation shall be in such location as the board of directors

of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may require.

Section

2. Registered Office and Agent. The Corporation shall maintain a registered office and shall have a registered agent whose business

office is identical with such registered office.

Section

3. Other Offices. The Corporation may also have offices at such other places in such locations as the Board may from time to time

determine or the business of the Corporation may require.

ARTICLE

STOCKHOLDERS

Section

1. Annual Meeting. All annual meetings of the stockholders shall be held at such location, on such date and at such time, or by

remote communication, so designated by the Board. The annual meeting of stockholders shall be held for the election of directors and

for the transaction of such other business as may properly come before the meeting. Except as permitted by Section 8 of this Article

II, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special

meeting of the stockholders in accordance with this Article II.

Section

2. Special Meetings. Special meetings of the stockholders may be held at such location, on such date and at such time, or by remote

communication, so designated by the Board and as shall be stated in the notice of the meeting in accordance with these Bylaws, or in

a duly executed waiver of notice thereof. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed

by statute or by the Corporation’s Articles of Incorporation, as amended or restated from time to time (the “Articles

of Incorporation”), and subject to the rights of the holders of any series of the Corporation’s preferred stock then

outstanding, may be called only by (i) the Chairperson of the Board, (ii) the Chief Executive Officer of the Corporation, or (iii) the

Secretary of the Corporation at the request of a majority of the Board. Special meetings of stockholders may not be called by any other

person or persons except as set forth in this Section 2. Business transacted at any special meeting of stockholders shall be limited

to the purpose stated in the notice.

PAGE 1 OF 29

Section

3. Notice of Meetings of Stockholders. Notices of meetings of stockholders shall state the purpose or purposes for which the meeting

is called and the time when, and the place where it is to be held, and/or the means of remote communications, if any, by which stockholders

and proxy holders may be deemed to be present in person and vote at such meeting. Such notice shall be either delivered personally to

or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than

sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at such stockholder’s address as it appears

upon the records of the Corporation. Personal delivery of any such notice to any officer of a corporation or association, or to any member

of a partnership, shall constitute delivery of such notice to such corporation, association or partnership. An affidavit of the Secretary

or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 3 has been given shall,

in the absence of fraud, be prima facie evidence of the facts stated therein.

Section

4. Quorum. The holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereof,

present in person (including by remote communication) or represented by proxy, shall constitute a quorum at all meetings of the stockholders

for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.

Section

5. Voting. Subject to any voting rights of any series of the Corporation’s preferred stock then outstanding, when a quorum

is present or represented at any meeting, except as otherwise required by law, the rules and regulations of any stock exchange applicable

to the Corporation, the Articles of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative

vote of a majority of the voting power of the capital stock present in person or represented by proxy at the meeting and entitled to

vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the rules and regulations of any

stock exchange applicable to the Corporation, the Articles of Incorporation or these Bylaws, directors shall be elected by a plurality

of the voting power of the capital stock present in person (including by remote communication) or represented by proxy at the meeting

and entitled to vote on the election of directors. Except as hereinafter provided, and subject to any voting rights of any series of

the Corporation’s preferred stock then outstanding, every stockholder of record of the Corporation shall be entitled at each meeting

of stockholders to one vote for each share of stock standing in such stockholder’s name on the books of the Corporation. No stockholder

of the Corporation shall be entitled to cumulate votes for the election of directors of the Corporation.

Section

6. Proxies. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by

an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority

of such persons present at the meeting, or, if only one shall be present, then that one, shall have and may exercise all of the powers

conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy

shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the

person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7)

years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect

until an instrument revoking it or a duly executed proxy bearing a later date is delivered to the Secretary of the Corporation.

PAGE 2 OF 29

Section

7. Remote Communication. Except as otherwise provided by the Articles of Incorporation or these Bylaws, the Board may, in its

sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of

remote communication as authorized by Nevada Revised Statutes (“NRS”) 78.320.

Section

8. Action by Written Consent. Any action, except election of directors, which may be taken by the vote of the stockholders at

a meeting, may be taken without a meeting only if (a) approved by the Board with specific authorization for the stockholders to such

action without a meeting and (b) authorized by the written consent of stockholders holding at least a majority of the voting power of

the capital stock issued and outstanding and entitled to vote thereof, unless the applicable provisions of the NRS, these Bylaws, or

the Articles of Incorporation require a greater proportion of voting power to authorize such action, in which case such greater proportion

of written consents shall be required.

Section

9. Record Dates.

(a)

In order that the Corporation may determine the stockholders entitled to notice of and the right to vote at any meeting of stockholders

or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing

the record date is adopted by the Board and which record date shall not be more than sixty (60) nor less than ten (10) days before the

date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and

to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or,

if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders

of record entitled to notice of and right to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided,

however, that the Board may fix a new record date for any adjournment sixty (60) days or shorter and must fix a new record date if the

meeting of stockholders is adjourned more than sixty (60) days in accordance with the provisions of NRS 78.350(2) and this Section at

the adjourned meeting.

(b)

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any

other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the

record date is adopted by the Board and which record date shall not be more than sixty (60) days before the date of such meeting. If

no record date is fixed by the Board, the record date for determining stockholders entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock,

or for the purpose of any other lawful actions, shall be at the close of business on the day on which the Board adopts the resolution

relating thereto.

PAGE 3 OF 29

Section

10. Conduct of Meetings. Every meeting of stockholders shall be conducted by an individual appointed by the Board to be Chairperson

of the meeting or, in the absence of such appointment or appointed individual, by the Chairman of the Board or, in the case of a vacancy

in the office or absence of the Chairman of the Board, by one of the following officers present at the meeting in the following order:

the Vice Chairman of the Board, if there is one, the Chief Executive Officer, the President, the Vice Presidents in their order of rank

and seniority, the Secretary or, in the absence of such officers, a Chairman chosen by the stockholders by the vote of a majority of

the votes cast by stockholders present in person or by proxy as such meeting. The Secretary, or, in the Secretary’s absence, an

Assistant Secretary, or, in the absence of both the Secretary and Assistant Secretary, an individual appointed by the Board or, in the

absence of such appointment, an individual appointed by the Chairman of the meeting, shall act as secretary. In the event that the Secretary

presides at a meeting of stockholders, an Assistant Secretary, or, in the absence of all Assistant Secretaries, an individual appointed

by the Board or the Chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of

procedure at any meeting of stockholders shall be determined by the Chair of the meeting. The Chair of the meeting may prescribe such

rules, regulations and procedures and take such action as, in the discretion of the Chairman and without any action by the stockholders,

are appropriate for the proper conduct of the meeting, including, without limitation, (a) establishing an agenda or order of business

for the meeting; (b) restricting admission to the time set for the commencement of the meeting; (c) limiting attendance at the meeting

to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the Chairman of the meeting

may determine; (d) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote

on such matter, their duly authorized proxies and other such individuals as the Chairman of the meeting may determine; (e) limiting the

time allotted to questions or comments; (f) determining when and for how long the polls should be opened and when the polls should be

closed; (g) maintaining order and security at the meeting; (h) removing any stockholder or any other individual who refuses to comply

with meeting procedures, rules or guidelines as set forth by the Chairman of the meeting; (i) concluding a meeting or recessing or adjourning

the meeting to a later date and time and at a place announced at the meeting; and (j) complying with any state and local laws and regulations

concerning safety and security. Unless otherwise determined by the Chairman of the meeting, meetings of stockholders shall not be required

to be held in accordance with the rules of parliamentary procedure.

Section

11. Inspectors. At each meeting of the stockholders, the Board, or if the Board shall not have made an appointment, the Chairperson

of such meeting, may appoint one or more inspectors of election. Each inspector of election so appointed shall first subscribe an oath

or affirmation to execute the duties of an inspector of election at such meeting with strict impartiality and according to the best of

his or her ability. Such inspectors of election, if any, may: (a) ascertain the number of shares outstanding and the voting power of

each; (b) determine the number of shares represented at a meeting and the validity of the proxies or ballots; (c) count all votes and

ballots; (d) determine any challenges made to any determination made by the inspectors; and (e) certify in a report in writing to the

secretary of such meeting the determination of the number of shares represented at the meeting and the results of all votes and ballots.

An inspector of election need not be a stockholder of the Corporation, and any officer or employee of the Corporation may be an inspector

of election on any question other than a vote for or against his or her election to any position with the corporation or on any other

question in which he or she may be directly interested.

PAGE 4 OF 29

Section

12. Advance Notice Provisions for Stockholder Proposals.

(a)

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.

To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Corporation and specified in

the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) brought before the meeting by or at

the direction of the Board or any authorized committee thereof, or (iii) otherwise properly brought before the meeting by a stockholder

who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such

business is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving

the notice provided for in this Section 12 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied

with this Section 12 as to such business. Stockholders shall not be permitted to propose business to be brought before a special meeting

of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting

given by or at the direction of the Board. Stockholders seeking to nominate persons for election to the Board must comply with Section

13 of this Article II, and this Section 12 shall not be applicable to nominations except as expressly provided in Section 13 of this

Article II.

(b)

Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide

Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation, (ii) provide any updates

or supplements to such notice at the times and in the forms required by this Section 12 and (iii) constitute a proper mater for stockholder

action. To be timely, a stockholder’s notice (under this Section 12(b) or under Section 13 of Article II of these Bylaws) must

be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on

the ninetieth (90th) day nor earlier than the one hundred twentieth (120th) day prior to the one (1)-year anniversary of the preceding

year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than

seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not

earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the ninetieth

(90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of

such annual meeting was first made (such notice within such time periods, “Timely Notice”). In no event shall any

adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for

the giving of Timely Notice as described above.

(c)

In addition to the other requirements set forth herein, a stockholder providing notice pursuant to this Section shall, as of the date

of delivery of such notice and continuously for at least the three (3)-year period immediately preceding such date, have been the beneficial

owner of shares of common stock of the Corporation representing at least five percent (5%) of the outstanding shares of common stock

of the Corporation, and shall provide to the Corporation documentary evidence of such continuous ownership (including, if applicable,

one or more written statements from the record holder of such shares or from a financial institution verifying ownership for the required

period) as part of such notice. For the avoidance of doubt, shares that have been sold short, borrowed, hedged in a manner that materially

reduces the economic risk of ownership, or acquired through derivative instruments that do not confer full voting and investment power

shall not be counted toward the foregoing ownership threshold. Each Proposing Person shall provide, as part of such notice, a signed

representation certifying that neither such person nor any of its affiliates or associates has, at any time during the required continuous

ownership period, entered into any hedging, swap, collar, put, call, short sale, borrowing arrangement, forward contract or other transaction

or arrangement that has had or would have the effect of reducing in any manner the full economic risk of ownership of shares counted

toward the foregoing ownership threshold. Any failure to provide such representation, or any material inaccuracy therein, shall render

the notice invalid and the proposed business shall not be transacted at the meeting.

PAGE 5 OF 29

(d)

To be in proper form for purposes of this Section 12, a stockholder’s notice to the Secretary of the Corporation shall set forth:

(1)

As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name

and address that appear on the Corporation’s books and records); and (B) the class or series and number of shares of the Corporation

that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange

Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange

Act”)) by such Proposing Person, as well as the class or series and number of shares of the Corporation as to which such Proposing

Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses

(A) and (B) are referred to as “Stockholder Information”);

(2)

As to each Proposing Person, (A) any short position, profits interest, option, warrant, convertible security, stock appreciation right

or similar rights related to any class or series of capital stock of the Corporation, or with a value derived in whole or in part from,

or with an exercise or conversion privilege or a settlement or payment mechanism related to, the price of any class or series of shares

of capital stock of the Corporation, in each case, directly or indirectly held or owned, including beneficially owned, by such Proposing

Person (“Synthetic Equity Interests”), (B) any proxy (other than a revocable proxy or consent given in response to

a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on

Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to

vote any shares of any class or series of the Corporation, and (C) any proportionate interest in shares of the Corporation or Synthetic

Equity Interests held, directly or indirectly, by a general or limited partnership in which the Proposing Person is a general partner

or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership; provided, however,

that the information specified in the foregoing clauses (A) through (C) need not be provided or set forth with respect to the ordinary

course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as

a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner;

(3)

As to each Proposing Person, any other information relating to such Proposing Person that would be required to be disclosed in a proxy

statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support

of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act;

PAGE 6 OF 29

(4)

As to each Proposing Person, (A) a representation that the stockholder is a holder of record of stock of the Corporation entitled to

vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (B) a representation whether

the Proposing Person intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of

at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (ii) otherwise

to solicit proxies or votes from stockholders in support of such proposal; and

(5)

As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description of the

business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material

interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed

for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the

proposed amendment), and (C) a reasonably detailed description of all agreements, arrangements and understandings (i) between or among

any of the Proposing Persons or (ii) between or among any Proposing Person and any other person or entity (including their names) in

connection with the proposal of such business by such stockholder.

(6)

For purposes of these Bylaws, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business

proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice

of the business proposed to be brought before the annual meeting is made, and (iii) any affiliate or associate (each within the meaning

of Rule 12b-2 under the Exchange Act for purposes of these Bylaws) of such stockholder or, if the business proposal is being made on

behalf of a beneficial owner (or owners) different than the stockholder of record, each such beneficial owner; and

For

purposes of these Bylaws, the terms “affiliates” and “associates” shall have the meanings set forth in Rule 405

under the Securities Act of 1933, as amended (the “Securities Act”), and the term “beneficial owner” shall have

the meaning set forth Rule 13d-3 of the Securities Act. Notwithstanding anything to the contrary in Section 12(c) or Section 12(d), a

Proposing Person’s or Nominating Person’s notices to the Company pursuant to Section 12(c) or Section 12(d) shall be required

to provide information concerning affiliates and associates only to the extent known to, or to the extent such information should be

known after the exercise of reasonable diligence by, the stockholder providing the notice of business proposed to be brought before an

annual meeting or nominations proposed to be brought before an annual or special meeting, (ii) the beneficial owner or beneficial owners,

if different, on whose behalf the notice of the business or nominations is made, or (iii) any person whom any such Nominating Person

proposes to nominate for election as a director.

PAGE 7 OF 29

(e)

A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice,

if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 12 shall be true and

correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment

or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation

at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting (in

the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to

the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable

date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be

made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). In addition to the updates and supplements

required above, each Proposing Person shall deliver to the Secretary of the Corporation, at or before the commencement of the annual

or special meeting, a written certification, signed under penalty of perjury, that all information previously provided in the original

notice and any updates or supplements thereto remains true, correct and complete in all material respects as of the date of the meeting

(a “Bring-Down Certification”). If any information previously provided has changed or is no longer accurate in any material

respect, the Bring-Down Certification shall identify each such change and provide corrected information. Failure to deliver the Bring-Down

Certification at or before the commencement of the meeting, or the discovery of any material inaccuracy in the Bring-Down Certification,

shall render the notice invalid and the proposal shall be disregarded at the meeting, notwithstanding that proxies in respect of such

vote may have been received by the Corporation.

(f)

The foregoing notice requirements of this Section 12 shall be deemed satisfied by a stockholder with respect to business other than a

nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in

compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included

in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(g)

Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, no business shall be

conducted at an annual meeting except in accordance with this Section 12. Except as otherwise provided by law, the Chairperson of the

meeting shall have the power and duty, if the facts warrant, (a) to determine whether business was properly brought before the meeting

in accordance with this Section 12 (including whether the Proposing Person solicited (or is part of a group which solicited) or did not

so solicit, as the case may be, proxies or votes in support of such Proposing Person’s proposal in compliance with such Proposing

Person’s representation as required by clause (d)(3) of this Section 12), and (b) if he or she should so determine that the business

was not proposed in compliance with this Section 12, he or she shall so declare to the meeting and any such business not properly brought

before the meeting shall not be transacted. Any such determination by the Chairperson of the meeting shall be final, conclusive and binding

on all persons, including the Corporation, its stockholders and all other persons claiming any interest in any such matter, absent a

showing of bad faith. The Chairperson shall not be required to provide any reason or explanation for such determination beyond a statement

that the matter was not properly brought before the meeting in accordance with this Section 12. Notwithstanding the foregoing provisions

of this Section 12, unless otherwise required by law, if the stockholder (or a Qualified Representative of the stockholder) does not

appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be

transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

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(h)

For purposes of these Bylaws, a “Qualified Representative” of the stockholder means: (A) If such stockholder is a natural

person, such stockholder must appear at the meeting in person and may not designate any other person to act as a Qualified Representative

on such stockholder’s behalf, or (B) if such stockholder is an entity, such Qualified Representative must be a duly authorized

officer, manager, general partner or member of the executive committee of such stockholder (and not merely an employee, outside counsel,

consultant, advisor or other agent thereof), and such person must produce at the meeting of stockholders a notarized writing executed

by such stockholder, on the letterhead of such stockholder, confirming such person’s authority to act on behalf of the stockholder

at the meeting, together with evidence reasonably satisfactory to the Chairperson of the meeting of such person’s status as an

officer, manager, general partner or member of the executive committee of such stockholder. Any determination by the Chairperson of the

meeting as to whether a person qualifies as a Qualified Representative of a stockholder shall be final, conclusive and binding on all

persons.

(i)

Notwithstanding the foregoing provisions of this Section 12 with respect to any business proposed to be brought before an annual meeting,

each Proposing Person shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated

thereunder with respect to any such business proposals; provided, however, that references in these Bylaws to the Exchange Act, or the

rules and regulations promulgated thereunder are not intended to and shall not limit the requirements of these Bylaws applicable to proposals

or any other business to be considered pursuant to this Section 12 (including paragraphs (a)(iii) and (b) hereof), and compliance with

paragraphs (a)(iii) and (b) of this Section 12 shall be the exclusive means for a stockholder to submit other business (other than, as

provided in paragraph (e) of this Section 12, business other than nominations brought properly under and in compliance with Rule 14a-8

of the Exchange Act, as may be amended from time to time). Nothing in this Section 12 shall be deemed to affect any rights of stockholders

to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated

under the Exchange Act.

(j)

For purposes of these Bylaws, “public disclosure” shall include disclosure in a press release reported by the Dow Jones News

Service, Associated Press or other national news service or in a document publicly filed by the Corporation with the Securities and Exchange

Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

Section

13. Advance Notice Provisions for Nominations of Directors.

(a)

Nominations of any person for election to the Board at an annual meeting may be made at such meeting only (i) by or at the direction

of the Board, including by any committee or persons appointed by the Board, (ii) pursuant to the Corporation’s notice of meeting

(or any supplement thereto) or (iii) by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any

beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial

owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 13 and at the time of the meeting,

(B) is entitled to vote at the meeting and upon such election, and (C) has complied with this Section 13 as to such nomination.

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(b)

Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting,

the stockholder must (i) provide Timely Notice (as defined in Section 12(b) of this Article II) thereof in writing and in proper form

to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required

by this Section 13. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors

are to be elected if the election of directors is a matter specified in the notice of meeting given by or at the direction of the Board

(i) by or at the direction of the Board (or any authorized committee thereof), or (ii) provided that the Board has determined that directors

shall be elected at such meeting, by any stockholder of the Corporation, who is a stockholder of record of the Corporation at the time

the notice provided for in this Section 13 is delivered to the Secretary of the Corporation, who is entitled to vote at the special meeting

and upon such election and who complies with the notice procedures set forth in this Section 13. The stockholder must (i) provide timely

notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation,

and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 13. To be timely, a

stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal

executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later

than the close of business the ninetieth (90th) day prior to such special meeting or, if later, the close of business on the tenth (10th)

day following the day on which public disclosure of the date of such special meeting and of the nominees proposed by the Board to be

elected at such meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or

the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described

above.

(c)

In addition to the other requirements set forth herein, a stockholder providing notice pursuant to this Section shall, as of the date

of delivery of such notice and continuously for at least the three (3)-year period immediately preceding such date, have been the beneficial

owner of shares of common stock of the Corporation representing at least five percent (5%) of the outstanding shares of common stock

of the Corporation, and shall provide to the Corporation documentary evidence of such continuous ownership (including, if applicable,

one or more written statements from the record holder of such shares or from a financial institution verifying ownership for the required

period) as part of such notice. For the avoidance of doubt, shares that have been sold short, borrowed, hedged in a manner that materially

reduces the economic risk of ownership, or acquired through derivative instruments that do not confer full voting and investment power

shall not be counted toward the foregoing ownership threshold Each Nominating Person shall provide, as part of such notice, a signed

representation certifying that neither such person nor any of its affiliates or associates has, at any time during the required continuous

ownership period, entered into any hedging, swap, collar, put, call, short sale, borrowing arrangement, forward contract or other transaction

or arrangement that has had or would have the effect of reducing in any manner the full economic risk of ownership of shares counted

toward the foregoing ownership threshold. Any failure to provide such representation, or any material inaccuracy therein, shall render

the notice invalid and the nomination shall be disregarded at the meeting.

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(d)

To be in proper form for purposes of this Section 13, a stockholder’s notice to the Secretary of the Corporation shall set forth:

(1)

As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 12(d)(1) of this Article II, except

that for purposes of this Section 13 the term “Nominating Person” shall be substituted for the term “Proposing Person”

in all places it appears in Section 12(d)(1) of this Article II);

(2)

As to each Nominating Person, (A) a representation that the stockholder is a holder of record of stock of the Corporation entitled to

vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (B) a representation whether

the Nominating Person intends or is part of a group which intends to solicit proxies in support of director nominees other than the Corporation’s

nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (“Rule 14a-19”) and, if so, such other

information and statements as are required to be included in a notice provided to the Corporation pursuant to Rule 14a-19, and that the

Nominating Person will provide the Corporation prompt notice if the Nominating Person withdraws the nomination or is part of a group

which intends to (A) deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding

capital stock required to approve or adopt the proposal or elect the nominee or (B) otherwise solicit proxies from stockholders in support

of the proposal or nomination; and

(3)

As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such

proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 13 if such proposed

nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement

or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant

to Section 14(a) under the Exchange Act (including such proposed nominee’s written consent to being named in the proxy statement

as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary

agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among any

Nominating Person, on the one hand, and each proposed nominee and his or her respective affiliates and associates, on the other hand,

including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such

Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer

of such registrant and (D) a completed and signed questionnaire, representation and agreement as provided in Section 13(g) of this Article

II.

(4)

In addition to the requirements set forth in Section 13 of this Article II, to be eligible for nomination and election as a director

of the Corporation, a proposed nominee must satisfy each of the following qualifications, as determined by the Board in its sole discretion:

(A)

the proposed nominee shall not have been convicted of, or pleaded guilty or no contest to, any felony or any crime involving fraud, dishonesty

or moral turpitude;

(B)

the proposed nominee shall not be subject to any order, decree or judgment of any court of competent jurisdiction or governmental or

regulatory authority permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement

in any type of business, securities, commodities or banking activities;

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(C)

the proposed nominee shall not be a party to, or have any material interest in, any pending or threatened litigation, arbitration or

administrative proceeding adverse to the Corporation or any of its subsidiaries;

(D)

the proposed nominee shall consent to and satisfactorily complete a background investigation conducted by or on behalf of the Corporation,

covering criminal history, civil litigation, regulatory actions, financial condition and such other matters as the Board may reasonably

determine, with the scope of such investigation to be determined by the Board in its sole discretion;

(E)

the proposed nominee shall demonstrate, to the reasonable satisfaction of the Board, relevant experience, qualifications or skills that

would contribute to the effective oversight and governance of the Corporation, taking into account the current composition, needs and

strategic direction of the Board as determined by the Board in its sole discretion;

(F)

the proposed nominee shall be willing and able to devote the time and attention necessary to fulfill the duties and responsibilities

of a director of the Corporation, and shall provide a written commitment to that effect as part of the notice required by this Section

13; and

(G)

the proposed nominee shall satisfy any other eligibility or qualification requirements set forth in any corporate governance guidelines

or policies adopted by the Board from time to time.

The

Board shall have the sole and exclusive authority to determine whether a proposed nominee satisfies the foregoing qualifications, and

any such determination made in good faith shall be final, conclusive and binding on all persons. The failure of any proposed nominee

to satisfy any of the foregoing qualifications shall render the nomination invalid, and such nomination shall be disregarded at the meeting.

The Corporation may require any proposed nominee to furnish such additional information as the Board determines is reasonably necessary

to evaluate compliance with this Section, and any failure to provide such information within ten (10) business days of request shall

be deemed a failure to satisfy the qualifications set forth herein.

For

purposes of these Bylaws, the term “Nominating Person” shall mean (A) the stockholder providing the notice of the nomination

proposed to be made at the meeting, (B) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination

proposed to be made at the meeting is made, and (C) any affiliate or associate of such stockholder or, if the notice of the nomination

proposed to be made at the meeting is being made on behalf of a beneficial owner (or owners) different than the stockholder of record,

each such beneficial owner.

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(e)

A stockholder providing notice of any nomination proposed to be made at an annual or special meeting shall further update and supplement

such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 13 shall

be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any

adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of

the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for

the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business

days prior to the date for the meeting, or if practicable, any adjournment or postponement thereof (and if not practicable, on the first

practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required

to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). In addition to the updates

and supplements required above, each Nominating Person shall deliver to the Secretary of the Corporation, at or before the commencement

of the annual or special meeting, a written certification, signed under penalty of perjury, that all information previously provided

in the original notice and any updates or supplements thereto remains true, correct and complete in all material respects as of the date

of the meeting (a “Bring-Down Certification”). If any information previously provided has changed or is no longer accurate

in any material respect, the Bring-Down Certification shall identify each such change and provide corrected information. Failure to deliver

the Bring-Down Certification at or before the commencement of the meeting, or the discovery of any material inaccuracy in the Bring-Down

Certification, shall render the notice invalid and the nomination shall be disregarded at the meeting, notwithstanding that proxies in

respect of such vote may have been received by the Corporation.

(f)

Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, no person shall be eligible

for election as a director of the Corporation unless nominated in accordance with this Section 13. Except as otherwise provided by law,

the Chairperson of the meeting shall have the power and duty, if the facts warrant, (a) to determine whether a nomination was properly

made in accordance with this Section 13 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination

or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in

support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause

(3)(iii) of this Section 13), and (b) if he or she should so determine that any proposed nomination was not made in compliance with this

Section 13, he or she shall so declare such determination to the meeting and the defective nomination shall be disregarded. Any such

determination by the Chairperson of the meeting shall be final, conclusive and binding on all persons, including the Corporation, its

stockholders and all other persons claiming any interest in any such nomination, absent a showing of bad faith. The Chairperson shall

not be required to provide any reason or explanation for such determination beyond a statement that the nomination was not made in compliance

with this Section 13. Notwithstanding the foregoing provisions of this Section 13, unless otherwise required by law, if the stockholder

(or a Qualified Representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation

to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received

by the Corporation.

PAGE 13 OF 29

(g)

To be eligible to be a nominee for election as a director of the Corporation, the proposed nominee must deliver (in accordance with the

time periods prescribed for delivery of notice under this Section 13) to the Secretary of the Corporation at the principal executive

offices of the Corporation a written questionnaire completed and signed by each such nominee with respect to the background and qualification

of such nominee (which questionnaire shall be provided by the Secretary of the Corporation upon written request of any stockholder of

record within ten (10) days of such request) and a written representation and agreement (in the form provided by the Secretary of the

Corporation upon written request of any stockholder of record within ten (10) days of such request) that such proposed nominee (i) is

not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance

to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue

or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could

limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed

nominee’s fiduciary duties under applicable law, (ii) is not, and will not become a party to, any agreement, arrangement or understanding

with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification

in connection with service or action as a director that has not been disclosed to the Corporation and (iii) that such nominee , if elected

as a director of the Corporation, will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality

and stock ownership and trading policies and guidelines of the Corporation. The Corporation may require any proposed nominee, as a condition

to such nominee’s eligibility for election as a director of the Corporation, to furnish such other information (A) as may reasonably

be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation

or (B) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed

nominee.

(h)

Notwithstanding anything in the first sentence of paragraph (b) of this Section 13 to the contrary, in the event that the number of directors

to be elected to the Board at an annual meeting is increased effective after the time period for which nominations would otherwise be

due under paragraph (b) of this Section 13 and there is no public announcement by the Corporation naming the nominees for the additional

directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s

notice required by this Section 13 shall also be considered timely, but only with respect to nominees for the additional directorships,

if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business

on the tenth (10th) day following the day on which such public disclosure is first made by the Corporation.

(i)

In addition to the requirements of this Section 13 with respect to any nomination proposed to be made at a meeting, each Nominating Person

shall comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to

any such nominations; provided, however, that references in these Bylaws to the Exchange Act, or the rules and regulations promulgated

thereunder are not intended to and shall not limit the requirements of these Bylaws applicable to nominations to be considered pursuant

to these Bylaws (including paragraphs (a)(iii) and (b) hereof), and compliance with paragraphs (a)(iii) and (b) of this Section 13 shall

be the exclusive means for a stockholder to make nominations. Nothing in this Section 13 shall be deemed to affect any rights (a) of

stockholders to request inclusion of nominations in the Corporation’s proxy statement pursuant to applicable rules and regulations

promulgated under the Exchange Act or (b) of the holders of any series of the Corporation’s preferred stock then outstanding to

elect directors pursuant to any applicable provisions of the Articles of Incorporation.

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(j)

Notwithstanding the foregoing provisions of these Bylaws, unless otherwise required by law, if any Nominating Person (A) provides notice

pursuant to Rule 14a-19(b) in accordance with the notice provisions contained in this Section 13, and (B) fails to comply with the requirements

of Rule 14a-19 and these Bylaws, then the Corporation shall disregard any proxies or votes solicited for such Nominating Person’s

proposed nominees. If any Nominating Person provides notice to the Corporation that it intends to solicit proxies in support of director

nominees, other than the Corporation’s nominees, in accordance with Rule 14a-19(b), such Nominating Person shall deliver to the

Corporation, no later than fifteen (15) business days prior to the applicable meeting, reasonable evidence that it has met the requirements

of Rule 14a-19, including Rule 14a-19(a)(3).

Section

14. Stockholder List. The Corporation shall maintain the records required by NRS 78.105(a), including a stock ledger or the Corporation’s

stockholders of record, and make such records available in accordance with NRS 78.105. In addition, the Secretary shall prepare and make,

or cause to be prepared and made, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled

to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered

in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting,

during ordinary business hours for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network,

provided that the information required to gain access to such list is provided with the notice of the meeting; or (b) during ordinary

business hours, at the principal executive office of the Corporation. Any stockholder seeking to inspect the stockholder list shall submit

a written request to the Secretary of the Corporation stating a purpose germane to such stockholder’s interest as a stockholder.

The Corporation may require, as a condition to making such list available, that the requesting stockholder represent in writing that

the list and the information therein will be used solely for the stated purpose and will not be sold, furnished or otherwise distributed

to any third party. The Corporation shall have five (5) business days to respond to any such request.

Section

15. Postponement; Adjournment; Change of Meeting.

(a)

Postponement and Cancellation. The Board shall have the power, in its sole discretion, to postpone or cancel any previously scheduled

annual or special meeting of stockholders at any time, for any reason or for no reason, before or after the notice for such meeting has

been sent to the stockholders and before or after proxies in respect of such meeting have been received by the Corporation, and neither

the postponement, rescheduling nor cancellation of any such meeting, nor the receipt of proxies by the Corporation prior thereto, shall

constitute a waiver of or otherwise affect the Board’s authority under this Section 15. Any previously submitted proxies may be

revoked by the stockholder prior to a vote at the postponed meeting, but shall otherwise remain valid for use at any postponed meeting

unless revoked. In the event of any such postponement, rescheduling or cancellation, the Board may, but shall not be required to, fix

a new record date for such postponed meeting unless the meeting is postponed to a date more than 60 days later than the original date

of said meeting. Notice of any postponed or reconvened meeting shall be given to each stockholder of record entitled to vote at such

meeting in the manner provided in these Bylaws. No postponement or cancellation of a meeting shall be deemed to constitute a new meeting

for purposes of any advance notice requirements under these Bylaws, and any advance notice previously delivered in compliance with Section

12 or Section 13 of this Article II shall remain in effect with respect to any postponed meeting, and any business or nominations set

forth in such notice shall be subject to updated notice requirements as set forth therein.

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(b)

Adjournment. The Board or the Chairperson of the meeting shall have the power, in its or his or her sole discretion, to

adjourn any meeting of stockholders from time to time, whether or not a quorum is present, to another time, date or place (or by means

of remote communication), without the approval or vote of the stockholders present in person or by proxy at such meeting and without

the requirement that the reason for such adjournment be announced. If the time, date, place and means of remote communication, if any,

of the adjourned meeting are announced at the meeting at which the adjournment is taken, notice of the adjourned meeting need not be

given to stockholders. At any such adjourned meeting, any business may be transacted that might have been transacted at the meeting as

originally called. If the adjournment is for more than sixty (60) days after the original date of said meeting, or if after the adjournment

a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record

entitled to vote at the meeting. No adjournment shall commence a new time period for the giving of any stockholder notice required by

these Bylaws.

(c)

Change of Format. The Board shall have the power, in its sole discretion, to change the date, time, place or means

of remote communication for any previously scheduled meeting of stockholders, including changing a meeting to be held at a physical location

to one held solely by means of remote communication, or vice versa, or to combine a physical meeting with remote communication, by giving

notice of such change to stockholders in the manner provided in these Bylaws. Any meeting held by means of remote communication shall

comply with the requirements of NRS 78.320, including the implementation of reasonable measures to verify the identity of participating

stockholders and to provide stockholders a reasonable opportunity to participate and vote. The Board’s determination as to the

means of holding any meeting shall be final and binding on all stockholders.

(d)

Rules of Conduct. The Board, or the Chairperson of any meeting of stockholders, may adopt such rules, regulations, procedures

and requirements for the conduct of any meeting of stockholders as the Board or Chairperson shall deem appropriate, whether before or

during such meeting, including rules regarding: (i) the order of business; (ii) the determination of whether any matter has been properly

brought before the meeting in accordance with these Bylaws; (iii) the establishment of procedures for the maintenance of order and safety;

(iv) limitations on the time allotted to questions or comments on the affairs of the Corporation; (v) restrictions on entry to the meeting

after the time prescribed for the commencement thereof; (vi) limitations on attendance at or participation in the meeting to stockholders

of record, their duly authorized proxies and other persons as the Chairperson of the meeting shall determine; (vii) the opening and closing

of polls for voting on any matter; and (viii) the use of any audio or video recording devices, photography, or electronic devices at

the meeting. The Chairperson of the meeting shall have absolute authority to determine whether any person is acting in a disruptive manner

and to cause such person to be removed from the meeting. The Chairperson’s determinations on matters of procedure and the Chairperson’s

declaration that a matter has or has not been properly brought before the meeting shall be final and conclusive, and the Corporation,

its stockholders and all other persons shall be bound by such determinations, absent a showing of bad faith.

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(e)

Verification and Validation. The Board or the Chairperson of the meeting shall have the exclusive power to determine the validity

of any proxies, ballots and votes submitted at any meeting of stockholders. The Board may establish such procedures as it deems appropriate

for the verification of the identity of persons claiming to be stockholders or proxy holders, including requiring photographic identification,

documentation of proxy authority, or such other evidence as the Board or the Chairperson shall deem necessary. Any proxy, ballot or vote

that the Chairperson determines does not comply with the requirements of the NRS, the procedures established under this Section 15(e),

or is otherwise irregular or defective in form may be rejected by the Chairperson, and such determination shall be final, binding and

conclusive, absent a showing of bad faith.

(f)

Meeting Agenda. Only such business as shall have been properly brought before a meeting of stockholders in accordance with these

Bylaws shall be conducted at such meeting. The Chairperson of the meeting shall have the exclusive power to determine whether any item

of business or nomination has been properly brought before the meeting in accordance with these Bylaws, and if the Chairperson determines

that any item of business or nomination has not been properly brought before the meeting, he or she shall so declare to the meeting,

and such business or nomination shall not be transacted or considered. The Chairperson shall not be required to provide any reason or

explanation for such determination beyond a statement that the matter was not properly brought before the meeting.

ARTICLE

III

DIRECTORS

Section

1. General Powers. The business of the Corporation shall be managed by its Board which may exercise all such powers of the Corporation

and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required

to be exercised or done by the stockholders.

Section

2. Number, Citizenship and Term of Office. The total number of directors shall be no less than three (3) directors and no more

than fifteen (15) directors. The number of authorized directors shall from time to time be set exclusively by resolution of the Board.

Each of the directors of the Corporation shall hold office for the full term and until his successor shall have been duly elected and

shall qualify, or until his or her earlier death or disqualification, or until he or she shall resign or shall have been removed in the

manner hereinafter provided. A director need not be a resident of the state of Nevada or a stockholder of the Corporation, provided however,

that at least three directors shall be citizens of the United States of America. The members of the Corporation’s Board of Directors

shall be divided into three classes, as nearly equal in number as reasonably possible, designated as Class I, Class II, and Class III.

Class I directors shall initially serve until the 2027 meeting of stockholders; Class II directors shall initially serve until the 2028

meeting of stockholders; and Class III directors shall initially serve until the 2029 meeting of stockholders. The members of each class

shall hold office until their respective successors have been duly elected and qualified. At each annual meeting of stockholders, the

directors elected to succeed the directors whose terms expire at such annual meeting shall be elected to hold office for a term of three

years following their election and until their respective successors have been duly elected and qualified. If the number of directors

is changed, any increase or decrease shall be apportioned among the classes so as to maintain or attain a number of directors in each

class as nearly equal as reasonably possible. In no event shall a decrease in the number of directors cause the removal of or shorten

the term of any incumbent director. Subject to the rights of any class or series of the Corporation’s preferred stock then outstanding

to elect and remove directors, any director or the entire Board of Directors may only be removed for cause by an affirmative vote of

the holders of at least two-thirds of the total voting power of the Corporation entitled to vote at an election of directors and otherwise

in accordance with the NRS.

PAGE 17 OF 29

Section

3. Chairman. The Chairman of the Board shall be elected by the Board from among the directors then in office. The Chairman shall

preside at all meetings of the Board and shall exercise such other powers and perform such other duties as shall be determined from time

to time by resolution of the Board or as set forth in these Bylaws and the Articles of Incorporation. To be eligible for election as

Chairman, a director must have served continuously on the Board of the Company, or the Company’s predecessor for a period of not

less than two (2) years immediately preceding the date of such election; provided, however, that this minimum service requirement may

be waived by the affirmative vote of not less than two-thirds of the total number of directors then in office. The Chairman shall serve

for a term of one (1) year commencing upon election, or until a successor is duly elected and qualified, or until the Chairman’s

earlier death, resignation, removal from office as Chairman or removal from the Board. The Chairman may be re-elected for successive

terms without limitation. The Chairman may be removed as Chairman (but not necessarily from the Board) at any time by the affirmative

vote of not less than two-thirds of the total number of directors then in office (excluding the Chairman for purposes of such vote).

Upon the expiration, resignation or removal of the Chairman, the Board shall elect a successor as soon as reasonably practicable. During

any vacancy in the office of Chairman, the independent director (as determined by the Board in accordance with applicable listing standards

or, if the Corporation’s securities are not listed on a national securities exchange, as determined in good faith by the Board)

with the longest continuous tenure on the Board, shall serve as acting Chairman until a successor is elected. In the event that two or

more independent directors have identical periods of continuous tenure, the eldest among them shall serve as acting Chairman.

Section

4. Organization. Meetings of the Board shall be presided over by the Chairman, if any, or in his or her absence, by a director

chosen at the meeting. The Secretary shall act as the secretary of the meeting, but in his or her absence, the Chairman chosen director

may appoint any person to act as secretary of the meeting.

Section

5. Election of Directors. At each annual meeting of stockholders, directors of each class, the term of which shall then expire,

shall be elected to serve for a three-year term, but if any such annual meeting is not held or the directors are not elected at any annual

meeting, the directors may be elected at any special meeting of stockholders held for that purpose, or at the next annual meeting of

stockholders held thereafter. Each director, including a director elected to fill a vacancy, shall hold office until the next election

of the class for which such director shall have been chosen and until a successor has been elected and qualified or until his earlier

resignation or removal or his office has been declared vacant in the manner provided in these Bylaws.

Section

6. Vacancies. Subject to terms of the Articles of Incorporation, if a vacancy occurs on the Board from whatever cause, including

a vacancy resulting from death, resignation, removal, increase in the number of Directors, or otherwise, the Board may fill the vacancy

by a majority of the remaining directors though less than a quorum, or by a sole remaining director. No vacancy on the Board of Directors

shall be filled by the stockholders. A director elected to fill a vacancy shall serve until the next election of the class for which

such director shall have been chosen and until a successor has been duly elected and qualified. No decrease in the number of directors

constituting the Board shall shorten the term of any incumbent director.

PAGE 18 OF 29

Section

7. Resignation and Removal.

(a)

Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation.

Any such resignation shall take effect at the time specified therein, or, if the time is not specified, it shall take effect immediately

upon receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

To the extent allowed by law, any person who serves as a director and is also an employee of the Corporation shall resign if that person

is no longer an employee by giving written notice to the Corporation unless waived by the Board. The Board may declare vacant the office

of a director who has been declared of unsound mind by an order of a court or convicted of a felony.

(b)

Any director may be removed for Cause by the affirmative vote of the holders of at least two-thirds (2/3rds) of the total voting power

of the Corporation entitled to vote at an election of directors and otherwise in accordance with the NRS. For purposes of this Section,

“Cause” shall mean (i) conviction of, or a plea of guilty or no contest to, a felony or any crime involving fraud or moral

turpitude, (ii) a final, non-appealable finding by a court of competent jurisdiction that the director committed fraud or willful misconduct

in connection with the director’s duties to the Corporation, (iii) a willful and material breach of the director’s fiduciary

duties to the Corporation or (iv) a declaration by a court of competent jurisdiction that the director is of unsound mind or similar

declaration. Prior to any removal pursuant to this Section, the director who is the subject of the proposed removal shall be given not

less than three (3) business days’ prior written notice specifying the grounds for the proposed removal and a reasonable opportunity

to be heard before the Board; provided, however, that in exigent circumstances, as determined in good faith by a majority of the disinterested

directors then in office, including circumstances involving alleged fraud, criminal conduct, breach of fiduciary duty causing immediate

and irreparable harm to the Corporation, or conduct that poses a material risk to the Corporation’s business, assets, reputation

or legal standing, the Board may act on such shorter notice (including no prior notice) as the disinterested directors determine is reasonably

necessary under the circumstances, so long as the director who is the subject of the removal is given notice of the removal and the grounds

therefor promptly following the Board’s action and an opportunity to address the Board at its next regular or special meeting.

Any vacancy created by a removal pursuant to this Section shall be filled exclusively by the Board in accordance with the Articles of

Incorporation and the Bylaws.

Section

8. Regular Meetings. The Board shall hold not fewer than four (4) regular meetings per calendar year, at such times and at such

places within or without the State of Nevada as shall be established by resolution of the Board not later than the last regular meeting

of the preceding calendar year (or, in the first year of the Corporation’s existence, by resolution adopted promptly following

incorporation). The schedule of regular meetings, once established, shall be provided to all directors in writing and may not be modified

except by unanimous written consent, or resolution of the Board adopted at a regular meeting upon not less than ten (10) business days’

prior written notice to all directors of the proposed modification. Regular meetings held in accordance with a schedule so established

may be held without further notice. Any meeting of the Board that is not a regular meeting held pursuant to a previously established

schedule is a special meeting and is subject to the notice requirements of Section 8 of this Article III.

PAGE 19 OF 29

Section

9. Special Meetings. Special meetings of the Board for any purpose or purposes shall be called at any time by the Chairman of

the Board, the Chief Executive Officer, or by a majority of the directors then serving. Except as otherwise provided by law or by these

Bylaws, written notice of the time and place of special meetings shall be delivered personally or by electronic mail at least 72 hours

prior to the time of the holding of the meeting, and unless waived by unanimous written consent of the Board. Such delivery or electronic

mail transmission as above provided shall be due, legal, and personal notice to such director. Except where otherwise required by law

or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required

to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of

objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Notwithstanding anything in these Bylaws to the contrary, no regular or special meeting of the Board or any committee thereof shall be

scheduled on a date or at a time that conflicts with the known religious observances of any director, including without limitation the

Sabbath, religious holidays, or days of religious obligation, unless (i) such director consents in writing to the scheduling of the meeting

on such date or at such time, or (ii) a majority of the disinterested directors determines in good faith that exigent circumstances require

the meeting to be held on such date or at such time, in which case the Corporation shall make reasonable accommodations to permit such

director to participate, including by adjourning and reconvening the meeting at a time that does not conflict with such observance, to

the extent practicable. Each director shall provide to the Secretary of the Corporation, promptly following election or appointment to

the Board and at the beginning of each calendar year thereafter, a schedule of dates on which such director is unavailable due to religious

observance. Any action taken at a meeting that was scheduled in violation of this provision without the affected director’s consent

and absent exigent circumstances shall be voidable at the election of the affected director, upon written notice to the Board within

ten (10) business days following such director’s actual knowledge of the action taken.

Section

10. Place of Meeting. The Board or any committee thereof may hold any of its meetings at such place or places within or without

the state of Nevada as the Board or such committee may from time to time by resolution designate or as shall be designated by the person

or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or

special meeting of the Board or any committee thereof by means of conference telephone, electronic communications, videoconferencing,

or other available technology or similar communications, so long as all directors participating in such meeting can hear one another,

and such participation shall constitute presence in person at such meeting.

PAGE 20 OF 29

Section

11. Quorum; Manner of Acting. A minimum of three (3) directors, constituting a majority of the Board at a meeting duly assembled,

shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting

at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by the NRS or by the Articles

of Incorporation. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if all of

the members of the Board, or committee thereof, consent thereto in writing or by electronic transmission and the writing or writings

or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or committee thereof. In the event

of an equality of votes on any matter before the Board, the Chairman of the Board shall be entitled to a second or casting vote, which

shall be decisive. This casting vote shall not apply to (i) any matter requiring a supermajority vote of the Board under the Articles

of Incorporation or the Bylaws, (ii) any vote to remove a director, or (iii) any vote in which the Chairman is a director with a personal

interest in the matter being voted upon, as determined in good faith by a majority of the disinterested directors. The qualifications,

term, removal and vacancy provisions applicable to the Chairman of the Board shall be as set forth in the Bylaws.

Section

12. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee

to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise

the powers of the Board in the management of the business and affairs of the Corporation, and may have power to authorize the seal of

the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be

determined from time to time by resolution adopted by the Board.

Section

13. Minutes. The committees shall keep regular minutes of their proceedings and report the same to the Board when required.

Section

14. Compensation. Each director, in consideration of his or her service as such, shall be entitled to receive from the Corporation

such amount per annum or such fees for attendance at directors’ meetings, or both, as the Board may from time to time determine,

together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such director in connection with the performance

of his or her duties. Each director who shall serve as a member of any committee of directors, including as chairperson of such committee

of directors, in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at

committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket

expenses, if any, incurred by such director in the performance of his or her duties. Nothing contained in this Section 14 shall preclude

any director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor. For so

long as the Corporation is admitted to the official list of ASX and is subject to ASX Listing Rule 10.17, the maximum aggregate annual

directors’ fee pool from which non-executive directors may be paid for their service as a member of the Board, exclusive of expense

reimbursement in accordance with these Bylaws, shall not exceed US$1,000,000 (or such larger sum as may be approved by the stockholders

at an annual or special meeting of the stockholders).

PAGE 21 OF 29

Section

15. Meetings Through Electronic Communications. Directors may participate in any meeting of the Board, or of any duly constituted

committee thereof, by means of any conference telephone, electronic communications, videoconferencing, teleconferencing or other comparable

communication technique or technology permitted under the NRS, including, without limitation, a telephone conference or similar method

of communication whereby all persons participating in the meeting can hear and communicate to each other. If any such means are utilized,

the Corporation shall, to the extent required under the NRS, implement reasonable measures to: (a) verify the identity of each person

participating through such means as a director or member of the committee, as the case may be, and (b) provide the directors or members

of the committee a reasonable opportunity to participate in the meeting and to vote on matters submitted to the directors or members

of the committee, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent

manner with such proceedings. For the purposes of establishing a quorum and taking any action at the meeting, such directors participating

pursuant to this Section 14 shall be deemed present in person at the meeting.

Section

16. Waiver of Notice. Waiver by a director in writing of notice of a director’s meeting shall constitute a waiver of notice

of the meeting, whether executed and/or delivered before or after such meeting. Attendance by a director at a meeting shall constitute

a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning

of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the

business to be transacted at, nor the purpose of, any regular or special meeting of the directors or a committee of directors need be

specified in any written waiver of notice.

Section

17. Stockholder Rights Plans. Pursuant to NRS 78.195(5), the Board is expressly authorized, in its sole discretion and without

the approval of any stockholders of the Corporation, to adopt, amend, modify, extend, renew, terminate or redeem any stockholder rights

plan, including any rights agreement, protective rights plan, or similar plan, arrangement or instrument, and in connection therewith

to create and issue rights, options, warrants or other instruments pursuant to which holders of capital stock of the Corporation (other

than any acquiring, requesting or triggering person, as may be specified in such plan) may acquire shares of any class or series of capital

stock of the Corporation (including shares of Preferred Stock designated for such purpose) or other securities or assets on such terms

and conditions as the Board of Directors shall determine. Any such plan may be adopted, amended, modified, extended, renewed, terminated

or redeemed by the Board without any further act or approval of the stockholders of the Corporation. The Board may exercise the authority

granted by this Section 16 in connection with, or in anticipation of, any tender offer, exchange offer, business combination, acquisition

of shares or other transaction or event, whether or not hostile, and for any duration the Board deems appropriate. Neither the adoption

nor maintenance of any such plan, nor any action taken pursuant thereto, shall be subject to any heightened standard of review or fiduciary

duty beyond that otherwise required under the NRS.

Section

18. Interpretation. The Board shall have the exclusive power to interpret and construe the provisions of the Articles of Incorporation

and the Bylaws, and any determination made by the Board in good faith and on the basis of such information as may be possessed by the

Board at the time shall be conclusive and binding upon all stockholders, directors, officers and other persons.

PAGE 22 OF 29

ARTICLE

COMMITTEES

The

Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.

The Board may adopt charters for one or more of such committees. The Board may designate one or more Directors as alternate members of

any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be

absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified

from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board

to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable

law and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have

and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may

authorize the seal of the Corporation to be affixed to all papers that may require it. The Board may remove any Director from any committee

at any time, with or without cause. Unless otherwise specified in the resolution of the Board designating a committee or the charter

for such committee, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a

quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there

is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board otherwise

provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of

such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these

Bylaws.

ARTICLE

NOTICES

Section

1. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to

the stockholder at such stockholder’s address as it appears on the Corporation’s records. An affidavit of the Secretary or

an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given shall,

in the absence of fraud, be prima facie evidence of the facts stated therein.

Section

2. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the NRS, the Articles of

Incorporation or these Bylaws, any notice to stockholders given by the Corporation under any provision of the NRS, the Articles of Incorporation

or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is

given and such electronic transmission contains or is accompanied by information from which the stockholder can determine the date of

transmission. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be

deemed revoked if:

(a)

the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with

such consent; and

PAGE 23 OF 29

(b)

such inability becomes known to the Secretary or an assistant secretary of the Corporation or to the transfer agent, or other person

responsible for the giving of notice.

However,

the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any notice given pursuant

to the preceding paragraph shall be deemed given if:

(1)

by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(2)

by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(3)

by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i)

such posting and (ii) the giving of such separate notice in the manner consented to by the stockholder; and

(4)

by any other form of electronic transmission, when directed to the stockholder in the manner consented by the stockholder.

affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been

given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section

3. An “electronic transmission” means any form or process of communication not directly involving the physical transfer

of paper or another tangible medium, including, without limitation, any form or process of communication through the use of or participation

in a blockchain, which is (a) suitable for the retention, retrieval and reproduction of information by the recipient; and (b) retrievable

and reproducible in paper form by the recipient through an automated process used in conventional commercial practice, unless (y) the

electronic transmission is otherwise retrievable in perceivable form; and (z) the sender and the recipient have consented in writing

to the use of such form of electronic transmission

Section

4. Except as otherwise prohibited under the NRS, without limiting the manner by which notice otherwise may be given effectively to stockholders,

any notice to stockholders given by the Corporation under the provisions of the NRS, the Articles of Incorporation or these Bylaws shall

be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address

to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder

who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation of its

intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

Section

5. Whenever notice is required to be given, under the NRS, the Articles of Incorporation or these Bylaws, to any person with whom communication

is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority

or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice

to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In

the event that the action taken by the Corporation is such as to require the filing of a certificate under the NRS, the certificate shall

state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons

with whom communication is unlawful.

PAGE 24 OF 29

Section

6. Whenever all parties entitled to vote at any meeting, whether of the Board or stockholders, consent, either by a writing on the records

of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part

in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly

called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration

of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent,

provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid

and irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting, and such consent

or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section

7. Whenever any notice whatever is required to be given under the applicable provisions of the NRS, the Articles of Incorporation or

these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time

stated therein, shall be deemed equivalent thereto.

ARTICLE

OFFICERS

Section

1. Positions. The officers of the Corporation shall consist of a President, Secretary and Treasurer, and such other officers as

the Board may elect or appoint, including a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more

Executive Vice Presidents, one or more Vice Presidents and a General Counsel. Any person may hold two or more offices. The Board may

elect or appoint additional Vice Presidents, Assistant Secretaries and Assistant Treasurers and such other officers and agents as it

shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be

determined from time to time by the Board.

Section

2. Compensation. The compensation of all officers of the Corporation shall be fixed by the Board, subject to applicable law.

Section

3. Term of Office. The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer

elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring

in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board.

PAGE 25 OF 29

Section

4. Chief Executive Officer. The Chief Executive Officer shall have general supervision over the business of the Corporation, subject,

however, to the control of the Board and of any duly authorized committee of the Board. The Chief Executive Officer shall preside at

all meetings of the Stockholders and at all meetings of the Board at which the Chairman (if there be one) is not present. The Chief Executive

Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases

in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other

officer or agent of the Corporation or shall be required by applicable law otherwise to be signed or executed and, in general, the Chief

Executive Officer shall perform all duties incident to the office of Chief Executive Officer of a corporation and such other duties as

may from time to time be assigned to the Chief Executive Officer by resolution of the Board.

Section

5. President. At the request of the Chief Executive Officer, or, in the Chief Executive Officer’s absence, at the request

of the Board, the President, if one shall have been appointed, shall perform all of the duties of the Chief Executive Officer and, in

so performing, shall have all the powers of, and be subject to all restrictions upon, the Chief Executive Officer. The President may

sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the

signing and execution thereof shall be expressly delegated by resolution of the Board or by these Bylaws to some other officer or agent

of the Corporation or shall be required by applicable law otherwise to be signed or executed and, in general, the President shall perform

all duties incident to the office of President of a corporation and such other duties as may from time to time be assigned to the President

by resolution of the Board.

Section

6. Vice Presidents. At the request of the Chief Executive Officer, or, in the Chief Executive Officer’s absence, at the

request of the Board, the Vice Presidents shall (in such order as may be designated by the Board, or, in the absence of any such designation,

in order of seniority based on title) perform all of the duties of the President and, in so performing, shall have all the powers of,

and be subject to all restrictions upon, the President. Any Vice President may sign and execute in the name of the Corporation deeds,

mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated

by resolution of the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by applicable

law otherwise to be signed or executed, and each Vice President shall perform such other duties as from time to time may be assigned

to such Vice President by resolution of the Board or by the President.

Section

7. Secretary. The Secretary shall attend all meetings of the Board and all meetings of the stockholders and record all the proceedings

of the meetings of the Corporation and of the Board in a book to be kept for that purpose and shall perform like duties for the standing

committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings

of the Board, and shall perform such other duties as may be prescribed by the Board or the Chief Executive Officer, under whose supervision

the Secretary shall be under. The Secretary shall keep in a safe custody the seal of the Corporation and, when authorized by be Board,

affix the same to any instrument requiring it and, when so affixed, it shall be attested by the Secretary’s signature or by the

signature of the Treasurer or an Assistant Secretary.

PAGE 26 OF 29

Section

8. Treasurer. The Treasurer and the Chief Financial Officer shall have the custody of the corporate funds and securities and shall

keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and

other valuable effects in the names and to the credit of the Corporation in such depositories as may be designated by the Board.

Section

9. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board taking proper vouchers for such disbursements,

and shall render to the President and the Board, at the regular meetings of the Board, or when the Board so requires, an account of all

his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, the Treasurer shall

give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance

of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or

removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his

or her control belonging to the Corporation.

ARTICLE

VII

GENERAL

PROVISIONS

Section

1. Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates, or shall be

uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both.

Every holder of stock shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman, if any, or

the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying

the number of shares owned by such holder of stock in the Corporation; provided that the Board may authorize the issuance of uncertificated

shares of some or all of any or all classes or series of the Corporation’s stock. Any such issuance of uncertificated shares shall

have no effect on existing certificates for shares until such certificates are surrendered to the Corporation, or on the respective rights

and obligations of the Stockholders. Any or all of the signatures upon a certificate may be facsimiles. In case any officer, transfer

agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer,

transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect

as if such person were such officer, transfer agent or registrar at the date of issue.

Section

2. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation,

if any, may be declared by the Board at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property,

or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section

3. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends

such sum or sums as the Board from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies,

or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors

shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which

it was created.

PAGE 27 OF 29

Section

4. Signatures. The Board may, in its discretion, determine the method and designate the signatory officer or officers, or other

person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise

provided by law, and such execution or signature shall be binding upon the Corporation. Unless otherwise specifically determined by the

Board or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidences

of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares

of stock owned by the Corporation, shall be executed, signed or endorsed by the Chairman of the Board (if there be such an officer appointed),

or by the President or any Vice President and by the Secretary, Treasurer, any Assistant Secretary or Assistant Treasurer. All other

instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in

such other manner as may be directed by the Board.

Section

5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Section

6. Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved

from time to time by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE

VIII

INDEMNIFICATION

Section

1. General. The Corporation shall indemnify and hold harmless, and the Board may authorize the purchase and maintenance of insurance

or make other financial arrangements for the purpose of such indemnification, any person who was or is a party or is threatened to be

made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,

in such manner, under such circumstances and to the fullest extent permitted by the Articles of Incorporation and the NRS.

Section

2. Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided

for by the Corporation in the Articles of Incorporation, these Bylaws or by agreement, the expenses of directors and officers incurred

in defending any threatened, pending or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding

by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions

of such director or officer in his or her capacity as a director or officer of the Corporation, or while serving in any capacity at the

request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner or fiduciary of, or in

any other capacity for, another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall

be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made

by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an

undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction

that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits

or otherwise in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation

shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection

with the defense. The Corporation shall advance expenses to any director or officer within thirty (30) days following receipt of a written

request therefor, together with an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined

by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. The right to advancement of

expenses shall not require any preliminary determination as to the person’s ultimate entitlement to indemnification. The rights

conferred by this Article VIII shall be contract rights that vest at the time of such person’s service to or at the request of

the Corporation and shall not be subject to modification by amendment of these Bylaws or the Articles of Incorporation with respect to

any act or omission occurring prior to such amendment.

PAGE 28 OF 29

Section

3. The rights to indemnification and advancement of expenses set forth in this Article VIII shall continue as to a person who has ceased

to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section

4. No amendment to or repeal of this Article VIII approved by the directors or stockholders of the Corporation shall apply to or have

any effect on the right or protection of any director or officer of the Corporation existing prior to such amendment or repeal.

ARTICLE

AMENDMENTS

Section

1. These Bylaws may be altered or repealed at any regular meeting of the stockholders or, of the Board or at any special meeting of the

stockholders or of the Board if notice of such alteration or repeal be contained in the notice of such special meeting.

Section

2. Any amendment of these Bylaws by the stockholders of the Corporation shall require the vote or written consent of stockholders holding

at least two-thirds of the voting power of the capital stock issued and outstanding and entitled to vote.

PAGE 29 OF 29

EX-10.1

Filename: ex10-1.htm · Sequence: 5

Exhibit

10.1

INDEMNIFICATION

AGREEMENT

This

Indemnification Agreement (“Agreement”), dated as of _________, is made by and between Nova Minerals Corp, a Nevada

corporation (the “Company”) and _______________, an individual (the “Indemnitee”).

Whereas,

Indemnitee is [a director / an officer] of the Company;

Whereas,

both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers

of public companies;

Whereas,

the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain

and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore

should seek to assure such persons that indemnification and insurance coverage is available; and

Whereas,

in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s

continued service as [a director / an officer] of the Company and to enhance Indemnitee’s ability to serve the Company in an effective

manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among

other things, any amendment to the Company’s articles of incorporation or bylaws (collectively, the “Constituent Documents”),

any change in the composition of the Board or any change in control or business combination transaction relating to the Company), pursuant

to Nevada Revised Statutes (“NRS”) 78.7502 and 78.751 and to the fullest extent permitted by law, the Company wishes

to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f) below) to,

Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the continued coverage of Indemnitee under the

Company’s directors’ and officers’ liability insurance policies.

Now,

Therefore, in consideration of the foregoing and

the Indemnitee’s agreement to continue to provide services to the Company, the parties agree as follows:

Definitions. For purposes of this Agreement,

the following terms shall have the following meanings:

(a)

“Beneficial Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”).

(b)

“Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i)

any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of the Company’s

then outstanding Voting Securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person

results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election

of directors;

(ii)

the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,

all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly

or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;

(iii)

during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the

beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination

for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office

who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease

for any reason to constitute at least a majority of the Board; or

(iv)

the Company’s stockholders approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or

disposition by the Company of all or substantially all of the Company’s assets.

(c)

“Claim” means:

(i)

any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative,

arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or

(ii)

any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding

or alternative dispute resolution mechanism.

(d)

“Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of

which indemnification is sought by Indemnitee.

(e)

“Expenses” means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript

costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection

with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or

participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim,

including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal

bond or its equivalent, and (ii) for purposes of Section 5 only, Expenses incurred by Indemnitee in connection with the interpretation,

enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include

amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. [The parties agree that for the purposes

of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses

included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively

to be reasonable.]

(f)

“Expense Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4

or Section 5 hereof.

(g)

“Indemnifiable Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement,

related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company,

or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation,

limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”)

or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss

is incurred for which indemnification can be provided under this Agreement).

(h)

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law

and neither presently performs, nor in the past five years has performed, services for either: (i) the Company or Indemnitee (other than

in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other

party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”

shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest

in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i)

“Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal

or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local

or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid

or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to

defend, be a witness or participate in, any Claim.

(j)

“Nevada Court” means the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada.1

(k)

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust,

business association, organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d)

of the Exchange Act.

(l)

“Standard of Conduct Determination” shall have the meaning ascribed to it in Section 9(b) below.

(m)

“Voting Securities” means any securities of the Company that vote generally in the election of directors.

Indemnification. Subject to Section 8

and Section 9 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State

of Nevada (including, without limitation, NRS 78.751(3)) in effect on the date hereof, or as such laws may from time to time hereafter

be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party

to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable

Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in

which the Indemnitee is solely a witness.

Note

to Draft: The Nevada Court may also be defined as any state or federal count of competent jurisdiction

located in Clark County, Nevada.

Advancement of Expenses. Indemnitee shall have

the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further

rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising

out of an Indemnifiable Event. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct.

Without limiting the generality or effect of the foregoing, within twenty calendar days after any request by Indemnitee, the Company

shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient

to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee

shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise

jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the

Company an undertaking (which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances) to repay

any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following

the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s obligation to reimburse

the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Indemnification for Expenses in Enforcing Rights.

To the fullest extent allowable under the NRS and other applicable law, the Company shall also indemnify against, and, if requested by

Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 3, any Expenses actually and reasonably paid

or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance

payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent

Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’

and officers’ liability insurance policies maintained by the Company. However, in the event that Indemnitee is ultimately determined

not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section

4 shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made

that such action brought by Indemnitee was frivolous or not made in good faith.

Partial Indemnity. If Indemnitee is entitled

under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to

an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof

to which Indemnitee is entitled.

Notification and Defense of Claims.

(a)

Notification of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate

to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information

then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the

Company hereunder shall not relieve the Company from any liability hereunder, except that the Company shall not be liable to indemnify

Indemnitee under this Agreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not

given a reasonable and timely opportunity to participate at its expense in the defense of such action. If at the time of the receipt

of such notice, the Company has directors’ and officers’ liability insurance in effect under which coverage for Claims related

to Indemnifiable Events is potentially available, the Company shall give prompt written notice to the applicable insurers in accordance

with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to

the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Claim, in each

case substantially concurrently with the delivery or receipt thereof by the Company.

(b)

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event

at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with

counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any

such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred

by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise

provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel

incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however,

that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably

determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change

in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not

in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel

(but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate

counsel shall be borne by the Company.

Procedure upon Application for Indemnification.

In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including

in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine

whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation

and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client

privilege. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with

Section 8 below.

Determination of Right to Indemnification.

(a)

Mandatory Indemnification; Indemnification as a Witness.

(i)

To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable

Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice,

Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable

by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

(ii)

To the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a

witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent

allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

(b)

Standard of Conduct. To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable

Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct

under Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim

and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”)

shall be made as follows:

(i)

if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board,

(B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum,

(C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which

shall be delivered to Indemnitee, or (D) if so directed by the Board, by the Company’s stockholders; and

(ii)

if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors,

even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy

of which shall be delivered to Indemnitee.

The

Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance

to Indemnitee, within twenty calendar days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person

or persons making such Standard of Conduct Determination.

(c)

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct

Determination required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the

Standard of Conduct Determination under Section 8(b) shall not have made a determination within 30 days after the later of (A)

receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt

being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made

by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day

period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination

in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement

to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made

prior to the final disposition of any Claim.

(d)

Payment of Indemnification. If, in regard to any Losses:

(i)

Indemnitee shall be entitled to indemnification pursuant to Section 8(a);

(ii)

no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or

(iii)

Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct

Determination,

then

the Company shall pay to Indemnitee, within five days after the later of (A) the Notification Date or (B) the earliest date on which

the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

(e)

Selection of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by

Independent Counsel pursuant to Section 8(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the

Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard

of Conduct Determination is to be made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall be selected

by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.

In either case, Indemnitee or the Company, as applicable, may, within five days after receiving written notice of selection from the

other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the

ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel”

in Section 1(i), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and

timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made

and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn

or a court has determined that such objection is without merit; and (ii) the non-objecting party may, at its option, select an alternative

Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent

Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence

and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause

(ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted

under the foregoing provisions of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within

20 days after the Company gives its initial notice pursuant to the first sentence of this Section 8(e) or Indemnitee gives its

initial notice pursuant to the second sentence of this Section 8(e), as the case may be, either the Company or Indemnitee may

petition the Nevada Court to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection

of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court

shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act

as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred

in connection with the Independent Counsel’s determination pursuant to Section 8(b).

(f)

Presumptions and Defenses.

(i)

Indemnitee’s Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making

such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification,

and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard

of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Nevada Court. No determination by the

Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct

may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment

of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(ii)

Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if

the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably

believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in

good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements

furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees

of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably

believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or

on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee

of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

(iii)

No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with

or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee

did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

(iv)

Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company

to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to

an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify

Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of

proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.

(v)

Resolution of Claims. The Company acknowledges that a settlement or other disposition short of final judgment may be successful

on the merits or otherwise for purposes of Section 8(a)(i) if it permits a party to avoid expense, delay, distraction, disruption

and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner

other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with

our without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise

for purposes of Section 8(a)(i). The Company shall have the burden of proof to overcome this presumption.

Exclusions from Indemnification. Notwithstanding

anything in this Agreement to the contrary, the Company shall not be obligated to:

(a)

indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings

against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:

(i)

proceedings referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions

made by Indemnitee in such proceeding was not made in good faith or was frivolous); or

(ii)

where the Company has joined in or the Board has consented to the initiation of such proceedings.

(b)

indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by the

NRS or other applicable law.

(c)

indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in

violation of Section 16(b) of the Exchange Act, or any similar successor statute.

(d)

indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or

equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities

of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley

Act of 2002 in connection with an accounting restatement of the Company or under any clawback policy adopted by the Company, including

the Company’s clawback policy to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements,

or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of

the Sarbanes-Oxley Act).

10.

Settlement of Claims. The Company shall not be

liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable

Event effected without the Company’s prior written consent, which shall not be unreasonably withheld. The Company shall not settle

any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s

prior written consent.

11.

Duration. All agreements and obligations of the

Company contained herein shall continue during the period that Indemnitee is a director or officer of the Company (or is serving at the

request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter

(a) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto)

and (b) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret

his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any

such Claim or proceeding.

12.

Non-Exclusivity. The rights of Indemnitee hereunder

will be in addition to any other rights Indemnitee may have under the Constituent Documents, the laws of the State of Nevada, any other

contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that

Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to

have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater

right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater

right hereunder.

13.

Liability Insurance. For the duration of Indemnitee’s

service as [a director / an officer] of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating

to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage

available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability

insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current

policies of directors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability

insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights

and benefits as are provided to the most favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s

officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies

of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other

related materials.

14.

No Duplication of Payments. The Company shall

not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise

received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise

indemnifiable by the Company hereunder.

15.

Subrogation. In the event of payment to Indemnitee

under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee

shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such

documents necessary to enable the Company effectively to bring suit to enforce such rights.

16.

Amendments. No supplement, modification or amendment

of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this

Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and

no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a

continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder

shall constitute a waiver thereof.

17.

Binding Effect. This Agreement shall be binding

upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect

successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company),

assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or

indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets

of the Company, by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this

Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

18.

Severability. The provisions of this Agreement

shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction

to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent

permitted by law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall

negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually

acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent

possible.

19.

Notices. All notices, requests, demands and other

communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed,

by postage prepaid, certified or registered mail:

(a)

if to Indemnitee, to the address set forth on the signature page hereto.

(b)

if to the Company, to: Nova Minerals Corp:

Attn:

__________________

Notice

of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall

be deemed to have been received on the date of hand delivery or on the third business day after mailing.

20.

Governing Law and Forum. This Agreement shall

be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed

in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally:

(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Nevada Court

and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Nevada Court

for purposes of any action or proceeding arising out of or in connection with this Agreement and (c) waive, and agree not to plead or

make, any claim that the Nevada Court lacks venue or that any such action or proceeding brought in the Nevada Court has been brought

in an improper or inconvenient forum.

21.

Headings. The headings of the sections and paragraphs

of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction

or interpretation thereof.

22.

Counterparts. This Agreement may be executed

in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute

one and the same Agreement.

[signature

page follows]

Witness Whereof, the parties hereto have executed

this Agreement as of the date first above written.

NOVA MINERALS CORP.

By:

Name:

Title:

INDEMNITEE

Name:

Address:

[Signature

Page to D&O Indemnification Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 6

Exhibit

10.2

NOVA

MINERALS CORP

EQUITY

INCENTIVE PLAN

Purpose. The purpose of the Nova Minerals

Corp Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and

whereby Directors, Employees, and Consultants of the Company and its Affiliates can acquire and maintain an equity interest in the Company,

or be paid incentive compensation, which may be measured by reference to the value of Common Shares, thereby strengthening their commitment

to the welfare of the Company and its Affiliates and aligning their interests with the Company’s shareholders.

Definitions. The following definitions

shall be applicable throughout the Plan:

(a)

“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under

common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a

significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and

“under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power

to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or

other securities, by contract or otherwise.

(b)

“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation

Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award, Performance Award, Other Cash-Based Award and Other Stock-Based Award

granted under the Plan.

(c)

“Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth

the terms, conditions and restrictions of the Award granted to a Participant.

(d)

“Board” means the Board of Directors of the Company.

(e)

“Business Combination” has the meaning given such term in the definition of “Change in Control.”

(f)

“Cause” means, in the case of a particular Award, unless the applicable Award Agreement or the Participant’s

employment or service agreement with the Company states otherwise, the Company’s termination of the Participant’s Service

with the Company as a result of: (i) with respect to Directors only, fraud, wilful misconduct, felony conviction and material breach

of fiduciary duties and, with respect to other Participants, (ii) fraud, embezzlement or other wilful act of material dishonesty by the

Participant in connection with or relating to the Participant’s Service with the Company; (iii) theft or misappropriation of property,

information, or other assets by the Participant in connection with the Participant’s Service with the Company which results in

or could reasonably be expected to result in material loss, damage or injury to the Company, its goodwill, business or reputation; (iv)

the Participant’s commission, guilty plea, no contest plea or similar plea for any felony or crime involving moral turpitude; (v)

the Participant’s use of alcohol or drugs while working that materially interferes with the Participant’s duties to the Company

or an Affiliate; (vi) the Participant’s breach of a Company policy and the Participant’s failure to cure such condition within

30 days after receiving written notice thereof; (vii) the Participant’s material breach of any material written agreement between

the Participant and the Company and the Participant’s failure to cure such breach within 30 days after receiving written notice

thereof; or (viii) the Participant’s repeated insubordination, or refusal (other than as a result of a Disability or physical or

mental illness) to carry out or follow specific reasonable and lawful instructions, duties, or assignments given by the Board or the

Participant’s supervisor that are consistent with the Participant’s position with the Company and the Participant’s

failure to cure such condition within 30 days after receiving written notice thereof. Additionally, if the basis for Cause is, in the

good faith determination of the Company not reasonably subject to cure, then such 30 days’ prior notice of termination for Cause

shall not be required, and such termination shall be effective on the date the Company delivers notice of termination for Cause.

The

determination as to whether a Participant’s Service has been terminated for Cause shall be made in good faith by the Company and

shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate

a Participant’s Service relationship at any time, and the term “Company” will be interpreted to include any Subsidiary,

Parent, Affiliate, or any successor thereto, if appropriate

(g)

“Change in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states

otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:

(i)

Any sale, lease, exchange, or other transfer (in one or a series of related transactions) of all or substantially all of the assets of

the Company;

(ii)

Any “Person” as such term is used in Section 13(d) and Section 14(d) of the U.S. Securities Exchange Act of 1934, as amended

(the “Exchange Act”) becomes, directly or indirectly, the “beneficial owner” as defined in Rule 13d-3

under the Exchange Act of securities of the Company that represent more than 50% of the combined voting power of the Company’s

then outstanding voting securities (the “Outstanding Company Voting Securities”); provided, however,

that for purposes of this Section 2(g)(ii), the following acquisitions shall not constitute a Change in Control: (A) any acquisition

directly from the Company principally for bona fide equity financing purposes, (B) any acquisition by the Company, (C) any acquisition

by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (D) any acquisition by any corporation

pursuant to a transaction that complies with Sections 2(g)(iv)(A) and 2(g)(iv)(B), and (E) any acquisition involving beneficial

ownership of less than 50% of the then-outstanding Common Shares (the “Outstanding Company Common Shares”) or the

Outstanding Company Voting Securities that is determined by the Board, based on review of public disclosure by the acquiring Person with

respect to its passive investment intent, not to have a purpose or effect of changing or influencing the control of the Company; provided,

however, that for purposes of this clause (E), any such acquisition in connection with (x) an actual or threatened election contest

with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents or (y) any “Business

Combination” (as defined below) shall be presumed to be for the purpose or with the effect of changing or influencing the control

of the Company;

(iii)

During any period of not more than two consecutive years, individuals who constitute the Board as of the beginning of the period (the

“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any

person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote

of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement

of the Company in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent

Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result

of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of

proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director;

(iv)

Consummation of a merger, amalgamation or consolidation (a “Business Combination”) of the Company with any other corporation,

unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners

of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination

beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity,

equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election

of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business

Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially

all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their

ownership immediately prior to such Business Combination of the Outstanding Company Common Shares and the Outstanding Company Voting

Securities, as the case may be, and (B) at least a majority of the members of the board of directors (or, for a non-corporate entity,

equivalent governing body) of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution

of the initial agreement or of the action of the Board providing for such Business Combination; or

(v)

Shareholder approval of a plan of complete liquidation of the Company.

transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation

or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities

immediately before such transactions. In addition, if any Person (as defined above) is in effective control of the Company, the acquisition

of additional control of the Company by the same Person will not be considered to cause a Change in Control. If required for compliance

with Code Section 409A, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change

in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets

of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(h)

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the

Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any

amendments or successor provisions to such section, regulations or guidance.

(i)

“Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if

no such committee has been appointed by the Board, the Board.

(j)

“Common Shares” means shares of the Company’s common stock (and any stock or other securities into which

such ordinary shares may be converted or into which they may be exchanged).

(k)

“Company” means Nova Minerals Corp, a Nevada corporation.

(l)

“Consultant” means any person, including an advisor, consultant, or agent,

engaged by the Company or a Parent or Subsidiary to render services to such entity or who renders, or has rendered, services to the Company,

or any Parent, Subsidiary or Affiliate and is compensated for such services.

(m)

“Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be

specified in such authorization.

(n)

“Director” means a member of the Board.

(o)

“Disability” means, for

the purpose of Incentive Stock Options, total and permanent disability as defined in Code Section 22(e)(3); and for the purpose of Awards

other than Incentive Stock Options, unless otherwise defined for purposes of an Award, means the inability of the Participant

to perform the Participant’s material duties with a reasonable accommodation due to a physical or mental injury, infirmity or incapacity

for 120 days (including weekends and holidays) in any 365 day period. The Participant shall reasonably cooperate with the Company if

a question arises as to whether the Participant has become disabled (including, without limitation, submitting to reasonable examinations

by one or more medical doctors and other health care specialists reasonably selected by the Company and authorizing such medical doctors

and other health care specialists to discuss the Participant’s condition with the Company).

(p)

“Effective Date” means April 14, 2026.

(q)

“Eligible Director” means a person who is a “non-employee director” within the meaning of Rule

16b-3 under the Exchange Act.

(r)

“Eligible Person” with respect to an Award denominated in Common Shares, means any (i) Employee; provided,

however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent

that such eligibility is set forth in such collective bargaining agreement which includes rules regarding equity entitlement or in an

agreement or instrument relating thereto; (ii) Director of the Company or an Affiliate; (iii) Consultant to the Company or an Affiliate;

provided that if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under

the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment

or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she

begins employment with or begins providing Services to the Company or its Affiliates); provided that if the Securities Act applies such

persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act.

(s)

“Employee” means any person, including officers and Directors, employed

by the Company or any Affiliate or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by

the Company will be sufficient to constitute “employment” by the Company

(t)

“Exchange Act” has the meaning given such term in the definition of “Change in Control,” and any

reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations

or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations,

or guidance.

(u)

“Exchange Program” means a program under which outstanding Awards are

amended to provide for a lower Exercise Price or surrendered or cancelled in exchange for (i) Awards with a lower Exercise Price, (ii)

a different type of Award or awards under a different equity incentive plan, (iii) cash, or (iv) a combination of (i), (ii) and/or (iii).

Notwithstanding the preceding, the term Exchange Program does not include (A) any action taken in connection with Section 13 or

with a Change in Control transaction nor (B) any transfer or other disposition permitted under Section 15(a). For the purpose

of clarity, each of the actions described in the prior sentence, none of which constitute an Exchange Program, may be undertaken (or

authorized) by the Committee in its sole discretion without approval by the Company’s shareholders.

(v)

“Exercise Price” has the meaning given such term in Section 7(b).

(w)

“Fair Market Value” means, as of any date, the value of Common Shares determined as follows:

(i)

If the Common Shares are listed on any established stock exchange or a national market system, the Fair Market Value of a Common Share

will be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such exchange or system

on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii)

If the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value

of a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported

in The Wall Street Journal or such other source as the Committee deems reliable; or

(iii)

In the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee.

(x)

“Immediate Family Members” shall have the meaning set forth in Section 15(a)(ii).

(y)

“Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as

described in Code Section 422 and otherwise meets the requirements set forth in the Plan.

(z)

“Indemnifiable Person” shall have the meaning set forth in Section 4(e) .

(aa)

“Mature Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest

and that have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee

may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise

Price or satisfy a tax or deduction obligation of the Participant.

(bb)

“Nonqualified Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.

(cc)

“Option” means an Award granted under Section 7.

(dd)

“Option Period” has the meaning given such term in Section 7(c).

(ee)

“Other Cash-Based Award” shall mean a right or other interest granted to a Participant pursuant to Section

12 of the Plan other than an Other Stock-Based Award.

(ff)

“Other Stock-Based Award” shall mean a right or other interest granted to a Participant, valued in whole or

in part by reference to, or otherwise based on, or related to, Common Shares pursuant to Section 12 of the Plan including but

not limited to (i) unrestricted Common Shares awarded as a bonus or upon the attainment of performance goals or otherwise as permitted

under the Plan, and (ii) a right granted to a Participant to acquire Common Shares from the Company containing terms and conditions prescribed

by the Committee.

(gg)

“Outstanding Company Common Shares” has the meaning given such term in the definition of “Change in Control.”

(hh)

“Outstanding Company Voting Securities” has the meaning given such term in the definition of “Change

in Control.”

(ii)

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the

Company if, at the time of grant of the Award, each of the corporations other than the Company owns stock possessing 50% or more of the

total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status

of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(jj)

“Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and

to receive an Award pursuant to Section 6.

(kk)

“Performance Award” shall mean any Award designated by the Committee as a Performance Award pursuant to Section

11.

(ll)

“Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of

establishing the Performance Goal(s) for a Performance Period with respect to any Performance Award under the Plan.

(mm)

“Performance Formula” shall mean, for a Performance Period, the one or more formulae applied against the relevant

Performance Goal to determine, with regard to the Performance Award of a particular Participant, whether all, some portion but less than

all, or none of the Performance Award has been earned for the Performance Period.

(nn)

“Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee

for the Performance Period based upon the Performance Criteria.

(oo)

“Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the

attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment

of, a Performance Award.

(pp)

“Permitted Transferee” shall have the meaning set forth in Section 15(a).

(qq)

“Person” has the meaning given such term in the definition of “Change in Control.”

(rr)

“Plan” means this Nova Minerals Corp Equity Incentive Plan, as amended from time to time.

(ss)

“Qualifying Termination” means, except as otherwise provided by the Committee as set forth in the Award Agreement,

termination of a Participant’s employment by the Company without Cause occurring on or within the 12-month period (or such other

period specified in the applicable Award Agreement) following the consummation of a Change in Control.

(tt)

“Restricted Period” means the period determined by the Committee during which an Award is subject to restrictions

or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(uu)

“Restricted Stock” means Common Shares, subject to certain specified performance or time-based restrictions

(including, without limitation, a requirement that the Participant remain continuously employed or provide continuous Services for a

specified period of time), granted under Section 9.

(vv)

“Restricted Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities

or other property, subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant

remain continuously employed or provide continuous Services for a specified period of time), granted under Section 9.

(ww)

“SAR Period” has the meaning given such term in Section 8(c).

(xx)

“Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto. Reference in

the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under

such section, and any amendments or successor provisions to such section, rules, regulations or guidance.

(yy)

“Service” means a Participant’s employment or Service with the Company or any Affiliate or Subsidiary

of the Company, whether in the capacity of an Employee, a Director, or a Consultant. Unless otherwise provided by the Board, a Participant’s

Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service

or a change in the Company or Subsidiary or Affiliate for which the Participant renders such Service, provided that there is no interruption

or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated

if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless

otherwise provided by the Board, if any such leave taken by a Participant exceeds 90 days, then on the 91st day following the commencement

of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service

is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an

unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement.

Except as otherwise provided by the Board, in its discretion, the Participant’s Service shall be deemed to have terminated either

upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Subsidiary.

Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and

the effective date of and reason for such termination. For non-employee Directors, Service shall be deemed to continue so long as the

Director remains a member of the Board.

(zz)

“Stock Appreciation Right” or “SAR” means an Award granted under Section 8.

(aaa)

“Stock Bonus Award” means an Award granted under Section 10.

(bbb)

“Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in

the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent

of an Option, the Fair Market Value on the Date of Grant.

(ccc)

“Subsidiary” means, with respect to any specified Person:

(i)

any corporation, association, or other business entity of which more than 50% of the total voting power of shares (without regard to

the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers

voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of

that Person (or a combination thereof); and

(ii)

any partnership (or any comparable foreign entity (a) the sole general partner (or functional equivalent thereof) or the managing general

partner of which is such Person or Subsidiary of such Person or (b) the only general partners (or functional equivalents thereof) of

which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(ddd)

“Substitute Award” has the meaning given such term in Section 5(e).

Effective Date; Duration. The Plan shall

be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall

be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding,

and the terms and conditions of the Plan shall continue to apply to such Awards.

Administration.

(a)

Administration by Committee. The Committee shall administer the Plan. To the extent required to comply with the applicable

provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended

that each member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan, be an Eligible

Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted

by the Committee that is otherwise validly granted under the Plan.

(b)

Committee Authority. Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary

authority, in addition to other express powers and authorizations conferred on the Committee by the Plan or by the Board, to: (i) designate

Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares

to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine

the form of Award Agreement and the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances

Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited,

or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether,

to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and

other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the

Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan

and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and

regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate

the vesting or exercisability of, payment for or lapse of restrictions on, Awards, including, but not limited to, upon a Qualifying Termination;

(x) institute and determine the terms and conditions of an Exchange Program; provided, however,

that the Committee shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present

in person or by proxy and entitled to vote at any annual or special meeting of Company’s shareholders; and (xi) make any

other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c)

Delegation of Authority. The Committee may delegate to one or more officers of the Company or any Affiliate the authority

to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is

allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to

Section 16 of the Exchange Act.

(d)

Conclusive and Binding. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations,

and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall

be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or

entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any

shareholder of the Company.

(e)

Indemnification. No member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company

(each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination

made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless

by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred

by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may

be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan

or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval,

in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against

such Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action,

suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such

defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable

Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such

Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted

from such Indemnifiable Person’s bad faith, fraud or wilful criminal act or omission or that such right of indemnification is otherwise

prohibited by law or by the Company’s Articles of Incorporation or Bylaws. The foregoing right of indemnification shall not be

exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Articles

of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable

Persons or hold them harmless.

(f)

Board Authority. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion,

at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall

have all the authority granted to the Committee under the Plan.

Grant of Awards; Shares Subject to the Plan; Limitations.

(a)

Type of Awards. The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted

Stock Units, Stock Bonus Awards and/or Performance Awards to one or more Eligible Persons.

(b)

Authorized Common Shares. Subject to Section 13 of the Plan, Awards granted under the Plan shall be subject to the

following limitations: (i) the Committee is authorized to deliver under the Plan an aggregate of 4,000,000 Common Shares; and

(ii) in no event shall the maximum aggregate number of Common Shares that may be issued under the

Plan pursuant to Incentive Stock Options exceed the aggregate maximum number of Common Shares set forth in this Section 5(b) above

plus, to the extent allowable under Code Section 422 and the regulations promulgated thereunder, any Common Shares that again become

available for issuance pursuant to Section 5(c) of the Plan.

(c)

Availability of Shares. In the event that (i) any Option or other Award granted hereunder is exercised by the withholding

of Common Shares by the Company, or (ii) tax or deduction liabilities arising from such Option or other Award are satisfied by the withholding

of Common Shares by the Company, then in each such case the Common Shares so withheld shall be added to the Common Shares available for

grant under the Plan on a one-for-one basis. Common Shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised,

or are settled in cash are available again for Awards under the Plan.

(d)

Sources of Shares. Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares,

shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.

(e)

Substitute Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or

in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute

Awards”). The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of

Common Shares available for Awards under the Plan.

Eligibility. Participation shall be limited

to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a

person designated by the Committee, that they have been selected to participate in the Plan. For the avoidance of doubt, Awards granted

automatically pursuant to any provision of this Plan or other arrangement established pursuant to the Plan shall not require a separate

notification or selection by the Committee, and the adoption of such automatic grant provision shall constitute the Committee’s

selection of each eligible recipient.

To equal [ ]% of Common Shares outstanding.

Options.

(a)

Generally. Each Option shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email

or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall

be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be

reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable

Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted

only to Eligible Persons who are employees of the Company and its Subsidiaries, and no Incentive Stock Option shall be granted to any

Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock

Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval

requirements of Code Section 422(b)(1); provided that any Option intended to be an Incentive Stock Option shall not fail to be

effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option

unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be

subject to and comply with such rules as may be prescribed by Code Section 422. If for any reason an Option intended to be an Incentive

Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification,

such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b)

Exercise Price. Except as set forth in this Section 7(b), the exercise price (“Exercise Price”)

per Common Share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant.

Notwithstanding the foregoing, (i) an Option may be granted with an Exercise Price lower than the minimum Exercise Price set forth above

if such Option is (A) granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions

of Code Section 424(a), (B) granted in compliance with Code Section 409A or in a manner that is not subject to Code Section 409A, and

(ii) in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing

more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in

accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be less than 110% of the Fair Market

Value per share on the Date of Grant.

(c)

Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by

the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option

Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant in the

case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the total

combined voting power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation

Section 1.422-2(f)); provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may,

in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of

such Option other than with respect to exercisability; and provided, further, that the Committee retains discretion to

extend the expiration date of any Option, not to exceed ten years from the Date of Grant. Unless otherwise provided by the Committee

in an Award Agreement or by the Board: (i) the unvested portion of an Option shall expire upon termination of employment or Service of

the Participant granted the Option, and the vested portion of such Option shall remain exercisable for (A) one year following termination

of employment or Service by reason of such Participant’s death or Disability (as determined by the Committee), but not later than

the expiration of the Option Period or (B) three months following termination of employment or Service for any reason other than such

Participant’s death or Disability, and other than such Participant’s termination of employment or Service for Cause, but

not later than the expiration of the Option Period; and (ii) both the unvested and the vested portion of an Option shall expire upon

the termination of the Participant’s employment or Service by the Company for Cause. If the Option would expire at a time when

the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option will be automatically

extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long

as such extension shall not violate Code Section 409A); provided, that in no event shall such expiration date be extended beyond

the expiration of the Option Period.

(d)

Method of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until

payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal

to any taxes required to be withheld or paid. Options that have become exercisable may be exercised by delivery of written or electronic

notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise

Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the Fair Market Value at the time the Option

is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number

of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge

or other security interest and are Mature Shares; (ii) if there is a public market for the Common Shares at such time, by means of a

broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker

to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal

to the Exercise Price; and (iii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion,

on a case by case basis, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal

to the Exercise Price or (B) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares

for which the Option was exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for

the Common Shares for which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or

any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of

any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise

eliminated. Notwithstanding the foregoing, an Award Agreement may provide that if on the last day of the Option Period, the Fair Market

Value exceeds the Exercise Price, the Participant has not exercised the Option, and the Option has not expired, such Option shall be

deemed to have been exercised by the Participant on such last day through a “net exercise,” subject to such terms as may

be set forth in an Award Agreement. In such event, the Company shall deliver to the Participant the number of Common Shares for which

the Option was deemed exercised, less the number of Common Shares required to be withheld for the payment of the total Exercise Price

and required withholding taxes (subject to Section 15(b)); provided, however, that any fractional share shall be

settled in cash.

(e)

Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option

shall notify the Company in writing immediately after the date said Participant makes a disqualifying disposition of any Common Shares

acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without

limitation, any sale) of such Common Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or

(B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance

with procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive

Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.

(f)

Compliance with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option

in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or

the applicable rules and regulations of the U.S. Securities and Exchange Commission or the applicable rules and regulations of any securities

exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

Stock Appreciation Rights.

(a)

Generally. Each SAR shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or

the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be

subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected

in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible

Persons independent of any Option.

(b)

Strike Price. The Strike Price for each SAR shall not be less than 100% of the Fair Market Value of such share determined

as of the Date of Grant. Notwithstanding the foregoing, a SAR may be granted with a Strike Price lower than the minimum Strike Price

set forth above if such SAR is granted in compliance with Code Section 409A or in a manner that is not subject to Code Section 409A.

(c)

Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according

to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest

and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such

period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however,

that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability

of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless

otherwise provided by the Committee in an Award Agreement: (i) the unvested portion of a SAR shall expire upon termination of employment

or Service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A) one year following

termination of employment or Service by reason of such Participant’s death or disability (as determined by the Committee), but

not later than the expiration of the SAR Period or (B) 90 days following termination of employment or Service for any reason other than

such Participant’s death or Disability, and other than such Participant’s termination of employment or Service for Cause,

but not later than the expiration of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire upon the

termination of the Participant’s employment or Service by the Company for Cause. If the SAR would expire at a time when the exercise

of the SAR would violate applicable securities laws, the expiration date applicable to the SAR will be automatically extended to a date

that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension

shall not violate Code Section 409A); provided, that in no event shall such expiration date be extended beyond the expiration

of the SAR Period.

(d)

Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise

to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs

were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option,

the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option

(if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been

exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.

(e)

Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject

to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date

over the Strike Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash,

in Common Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee. No fractional Common Shares

shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other

property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights

thereto shall be canceled, terminated, or otherwise eliminated.

Restricted Stock and Restricted Stock Units.

(a)

Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether

in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract

with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions

not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

(b)

Restricted Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account

shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the

Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable

restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory

to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered

by such agreement. If a Participant fails to execute Restricted Stock Award Agreement and, if applicable, an escrow agreement and blank

share power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth

in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a shareholder

as to such Restricted Stock, including without limitation the right to vote such Restricted Stock and the right to receive dividends,

if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such

shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall

terminate without further obligation on the part of the Company.

(c)

Vesting; Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award Agreement, the unvested

portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or Service of

the Participant granted the applicable Award other than as may be set forth in an Award Agreement in the event of such Participant’s

death or Disability.

(d)

Delivery of Restricted Stock and Settlement of Restricted Stock Units.

(i)

Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable

Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement.

If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,

the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted

Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable

to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee,

in Common Shares having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and,

if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in

the applicable Award Agreement).

(ii)

Unless otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding

Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such

outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay

cash or part cash and part Common Shares in lieu of delivering only Common Shares in respect of such Restricted Stock Units or (B) defer

the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted

Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is

made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as

of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any taxes required

to be withheld or paid.

10.

Stock Bonus Awards. The Committee may

issue unrestricted Common Shares, or other Awards denominated in Common Shares, under the Plan to Eligible Persons, either alone or in

tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus

Award granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the

posting on a web site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus Award so granted

shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

11.

Performance Awards.

(a)

Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through

10 of the Plan, to designate such Award as a Performance Award. The Committee shall have the authority to make an award of a cash

bonus to any Participant and designate such Award as a Performance Award. Unless otherwise determined by the Committee, an Award Agreement

shall evidence all Performance Awards.

(b)

Discretion of Committee with Respect to Performance Awards. The Committee shall have the discretion to establish the terms,

conditions, and restrictions of any Performance Award. With regard to a particular Performance Period, the Committee shall have sole

discretion to select the length of such Performance Period, the type(s) of Performance Awards to be issued, the Performance Criteria

that will be used to establish the Performance Goal (s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply

and the Performance Formula.

(c)

Performance Criteria. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s)

for Performance Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates,

divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the

following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes);

(iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before

or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);

(vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return

on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity

or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins;

(xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense

targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working

capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels

and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii)

timely completion of rollouts of new products and services; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and

efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one

or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one

or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the

Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison

or peer companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various

stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of

Performance Goals pursuant to the Performance Criteria specified in this paragraph. Any Performance Criteria that are financial metrics,

may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted

when established to include or exclude any items otherwise includable or excludable under GAAP.

(d)

Modification of Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance

Goal for such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during

a Performance Period, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements;

(iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any

reorganization and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting Principles Board

Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and

results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures;

(vii) discontinued operations; (viii) any other specific unusual or infrequently occurring or non-recurring events, or objectively determinable

category thereof; (ix) foreign exchange gains and losses; and (x) a change in the Company’s fiscal year.

(e)

Terms and Conditions for Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant

must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Award

for such Performance Period. A Participant shall be eligible to receive payment in respect of a Performance Award only to the extent

that: (i) the Performance Goals for such period are achieved; and (ii) all or some of the portion of such Participant’s Performance

Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

Following the completion of a Performance Period, the Committee shall determine whether, and to what extent, the Performance Goals for

the Performance Period have been achieved and, if so, calculate the amount of the Performance Awards earned for the period based upon

the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Award actually payable

for the Performance Period; provided, however, that the Committee may impose additional vesting terms (such as continued

Service) following achievement of Performance Goals that must be additionally satisfied before the Performance Award will actually be

paid to the Participant.

(f)

Timing of Award Payments. Except as provided in an Award Agreement, Performance Awards granted for a Performance Period

shall be paid to Participants as soon as administratively practicable following the Committee’s determination in accordance with

Section 11(e).

12.

Other Stock-or Cash-Based

Awards. The Committee is authorized to grant Awards to Participants in the form of Other Stock-Based Awards or Other Cash-Based

Awards, as deemed by the Committee to be consistent with the purposes of the Plan. To the extent necessary to satisfy the short-term

deferral exception to Code Section 409A, unless the Committee shall determine otherwise, the Awards shall provide that payment shall

be made within 2½ months after the end of the year in which the Participant has a legally binding vested right to such Award.

The Committee may establish such other rules applicable to the Other Stock- or Cash-Based Awards as it deems appropriate, to the extent

consistent with the Plan.

13.

Changes in Capital Structure and Similar Events.

In the event of (i) any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, Common Shares,

other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation,

spin-off, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants

or other rights to acquire Common Shares or other securities of the Company, or other similar corporate transaction or event (including,

without limitation, a Change in Control) that affects the Common Shares, or (ii) unusual or infrequently occurring events (including,

without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate,

or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer

quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion

to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including

without limitation any or all of the following:

(a)

adjusting any or all of (i) the number of Common Shares or other securities of the Company (or number and kind of other securities or

other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,

without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (ii) the terms of any outstanding

Award, including, without limitation, (A) the number of Common Shares or other securities of the Company (or number and kind of other

securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price

with respect to any Award, or (C) any applicable performance measures (including, without limitation, Performance Criteria and Performance

Goals);

(b)

providing for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;

(c)

accelerating the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time

for exercise prior to the occurrence of such event ;

(d)

modifying the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period

after a Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;

(e)

deeming any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum

or actual performance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance

measures to continue (as is or as adjusted by the Committee) after closing;

(f)

providing that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that

would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but

any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not

take place after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised

prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the

Change in Control; and

(g)

cancelling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities

or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable

may be based upon the price per Common Share received or to be received by other shareholders of the Company in such event), including

without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair

Market Value (as of a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise

Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share

Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a Common Share subject thereto may be canceled and

terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring”

(within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Committee shall make

an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. The Company shall give each Participant

notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

the event of a Change in Control, the Committee need not take the same action with respect to all Awards or portions thereof, all Participants,

or the vested and unvested portions of an Award. The Committee may provide that any payments may be subject to the same terms and conditions

as the payment of consideration to the holders of the Common Shares in connection with the Change in Control, including any delay as

a result of escrows, earn outs, holdbacks or other contingencies. The Committee may also provide that payments made over time will remain

subject to substantially the same vesting schedule as the Award, including any performance-based vesting metrics that applied to the

Award immediately prior to the closing of the Change in Control.

Notwithstanding

the foregoing, unless otherwise set forth in an Award Agreement, in the event that Awards (or portions thereof) are not substituted or

assumed in a Change in Control, the Participant will fully vest in and/or have the right to exercise all of his or her outstanding Awards

(other than Awards with performance-based vesting), and, with respect to Awards with performance-based vesting, all performance goals

or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels.

14.

Amendments and Termination.

(a)

Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion

thereof at any time; provided that (i) no amendment to Section 14(b) (to the extent required by the proviso in such Section

14(b)) shall be made without shareholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination

shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable

to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer

quotation system on which the Common Shares may be listed or quoted); provided, further, that any such amendment, alteration,

suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary

of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

(b)

Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement,

waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore

granted or the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration,

suspension, discontinuance, cancellation, or termination that would materially and adversely affect the rights of any Participant with

respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; and provided,

further, that for Awards to non-employee Directors, any adverse discretionary action (acceleration denial, forfeiture determination,

interpretation adverse to the Director) requires approval of a majority of independent directors not affected by the determination. In

addition, without shareholder approval, except as otherwise permitted under Section 13, (i) no amendment or modification may reduce

the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR where

the Fair Market Value of the Common Shares underlying such Option or SAR is less than its Exercise Price and replace it with a new Option

or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing” for

purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common

Shares are listed or quoted.

15.

General.

(a)

Transfers.

(i)

Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,

by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise

transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment,

alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided

that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii)

Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred

by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement

to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used

in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust

solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose

only partners or shareholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved

either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee

described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided

that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the

Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii)

The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and

any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,

except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;

(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement

on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines,

consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or

the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have

been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s

employment by, or Services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue

to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee

only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.

(b)

Tax Withholding and Deductions.

(i)

A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is

hereby authorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under any Award

or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property)

of any required taxes (up to the maximum statutory rate under applicable law as in effect from time to time as determined by the Committee)

and deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and

to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment

of such taxes.

(ii)

Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, determined on a case by case basis, permit

a Participant to satisfy, in whole or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which

are not subject to any pledge or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned

by the Participant having a Fair Market Value equal to such liability or (B) having the Company withhold from the number of Common Shares

otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal

to such liability.

(c)

No Claim to Awards; No Rights to Continued Employment; Waiver. No person shall have any claim or right to be granted an

Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation

for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s

determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively

among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be

construed as giving any Participant any right to be retained in the employ or Service of the Company or an Affiliate, nor shall it be

construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time

dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan,

unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award, a Participant shall thereby be deemed

to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation

of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written

employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed

before, on or after the Date of Grant.

(d)

Addenda/International Participants. The Committee may adopt such addenda to the Plan as it may consider necessary or appropriate

for the purpose of granting Awards, which Awards may contain such terms and conditions as the Committee deems necessary or appropriate

to accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan.

The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall

not otherwise affect the terms of the Plan as in effect for any other purpose. With respect to Participants who reside or work outside

of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect

to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment

for a Participant, the Company, or its Affiliates.

(e)

Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more

persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the

Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior

beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling;

provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee

prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation

is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of

death, his or her estate.

(f)

Termination of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i)

neither a temporary absence from employment or Service due to illness, vacation or leave of absence nor a transfer from employment or

Service with the Company to employment or Service with an Affiliate (or vice-versa) shall be considered a termination of employment or

Service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates,

but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such

change in status shall not be considered a termination of employment with the Company or an Affiliate.

(g)

Leaves of Absence/Transfer Between Locations. The Committee shall have the discretion

to determine at any time whether and to what extent the vesting of Awards shall be suspended during any leave of absence; provided, however,

that in the absence of such determination, vesting of Awards shall continue during any paid leave and during any unpaid leave (unless

otherwise required by applicable Laws). A Participant will not cease to be an Employee in the case of (i) any leave of absence approved

by the Participant’s employer or (ii) transfers between locations of the Company or between the Company or any Subsidiary. If an

Employee is holding an Incentive Stock Option and such leave exceeds three (3) months then, for purposes of Incentive Stock Option status

only, such Employee’s Service as an Employee shall be deemed terminated on the first (1st) day following such three

(3) month period and the Incentive Stock Option shall thereafter automatically treated for tax purposes as a Nonqualified Stock Option

in accordance with applicable laws, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless

provided otherwise pursuant to a written Company policy.

(h)

No Rights as a Shareholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall

be entitled to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder until

such shares have been issued or delivered to that person.

(i)

Government and Other Regulations.

(i)

The obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all applicable laws, rules,

and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award

to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell

or selling, any Common Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant

to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory

to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the

terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under

the Securities Act any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority

to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall

be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award

Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any

securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other

applicable federal, state, local or non-U.S. laws, and the Committee may cause a legend or legends to be put on any such certificates

to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves

the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary

or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award

is subject.

(ii)

The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions

and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets,

the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Shares

or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable

or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with

the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common

Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares

would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option

or SAR, respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount

shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(j)

Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable

under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to

such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee

so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other

person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall

be a complete discharge of the liability of the Committee and the Company therefor.

(k)

Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders

of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements

as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under

this Plan, and such arrangements may be either applicable generally or only in specific cases.

(l)

No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund

of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity,

on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under

the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate

any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated

or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured

general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance

of services, they shall have the same rights as other employees under general law.

(m)

Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing

to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made

by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the

Plan by any agent of the Company or the Committee or the Board, other than himself.

(n)

Relationship to Other Benefits. No payment under the Plan shall be considered in determining any benefits under any pension,

retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other

plan.

(o)

Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada

applicable to contracts made and performed wholly within the State of Nevada, without giving effect to the conflict of laws provisions

thereof. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the

Eighth Judicial District Court Business Court seated in Clark County, Nevada or federal courts seated in Las Vegas, Clark County, Nevada,

in either instance, any appellate courts thereof, in any action or proceeding arising out of or relating to this Plan, and each of the

parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees

that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent

it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding

in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of

such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive

and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereby knowingly,

voluntarily, and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action

or other legal proceeding based hereon, or arising out of, under, or in connection with, this Plan.

(p)

Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal,

or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law

deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot

be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award,

such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan

and any such Award shall remain in full force and effect.

(q)

Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation

or organization resulting from the merger, amalgamation, consolidation, or other reorganization of the Company, or upon any successor

corporation or organization succeeding to substantially all of the assets and business of the Company.

(r)

Status under ERISA. It is the intent of the Company that the Plan shall not constitute

an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

(s)

Code Section 409A.

(i)

Notwithstanding any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the

alternative, comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term

deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as

a separate and distinct payment for purpose of Code Section 409A.

(ii)

If a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his

or her termination of Service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payable

by reason of such termination of Service shall be paid to the Participant (or in the event of the Participant’s death, the Participant’s

representative or estate) before the earlier of (x) the first business day after the date that is six months following the date of the

Participant’s termination of Service, and (y) within 30 days following the date of the Participant’s death. For purposes

of Code Section 409A, a termination of Service shall be deemed to occur only if it is a “separation from service” within

the meaning of Code Section 409A, and references in the Plan and any Award Agreement to “termination of service” or similar

terms shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, unless the applicable

Award Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service” within

the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated

or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent

necessary to avoid the imposition of an excise tax under Code Section 409A, to mean a “change in control event” as such term

is defined for purposes of Code Section 409A.

(iii)

Any adjustments made pursuant to Section 13 to Awards that are subject to Code Section 409A shall be made in compliance with the

requirements of Code Section 409A, and any adjustments made pursuant to Section 13 to Awards that are not subject to Code Section

409A shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code

Section 409A or (y) comply with the requirements of Code Section 409A.

(t)

Code Section 280G. By accepting any Award under this Plan, each Participant agrees that if the benefits provided for under

the Award, together with any amounts otherwise payable to such Participant in relation to such Participant’s service with the Company,

any Affiliate or any successor thereto (i) constitute “parachute payments” within the meaning of Code Section 280G, and (ii)

would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Participant’s

benefits will be either (1) delivered in full or (2) delivered to such lesser extent which would result in no portion of such benefits

being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income

taxes and the Excise Tax, results in the receipt by such Participant on an after-tax basis, of the greatest amount of benefits, even

if the benefits may still be taxable under Code Section 4999. If clause (2) applies, the payments and benefits will be reduced by the

Company in its reasonable discretion in the following order: (A) reduction of cash payments, which will occur in reverse chronological

order with the cash payment owed on the latest date following the event triggering the Excise Tax being the first cash payment to be

reduced; (B) cancellation of accelerated vesting of equity awards, which will occur in the reverse order of the date of grant for the

stock awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (C) reduction of other employee

benefits, which will occur in reverse chronological order with the benefit owed on the latest date following the event triggering the

excise tax being the first benefit to be reduced. With respect to each of clauses (A)-(C) of this Section 15(t), if any payments

or benefits constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, the reduction will occur

first as to amounts that are not “nonqualified deferred compensation.” If two or more of the same type of awards are granted

on the same date, the “parachute payments” associated with each award will be reduced on a pro-rata basis. In no event will

any Participant have any discretion with respect to the ordering of payment reductions. Any determination required under this Section

15(t) will be made in writing by the Company’s outside legal counsel or a or a nationally recognized tax or accounting firm,

whose determination will be conclusive and binding on each Participant and the Company for all purposes. The firm selected may make reasonable

assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application

of Code Section 280G and Code Section 4999. The Company and each Participant will furnish to such firm information as they may reasonably

request to make a determination under this Section 15(t).

(u)

Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company. Masculine

pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are

for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall

control.

(v)

Other Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt

of Common Shares or other securities under an Award, that the Participant execute lock-up, shareholder, or other agreements, as it may

determine in its sole and absolute discretion.

(w)

Erroneously Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture

or similar incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any

such policy established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including,

without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection

Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Common

Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding

Award Agreements.

(x)

Investment Representations. As a condition to the exercise of an Award, the Company

may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased

only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,

such a representation is required.

(y)

Corporate Records Control. In the event that the corporate records (e.g., Board consents,

resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule

or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error

in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will have no

legally binding right to the incorrect term in the Award Agreement or related grant documents.

EX-10.3

Filename: ex10-3.htm · Sequence: 7

Exhibit

10.3

Equity

incentive PLAN

Subplan

for Australian Participants

Purpose and Applicability. This Subplan

for Australian Participants (the “Australian Subplan”) applies to Employees, Directors, and Consultants of Nova Minerals

Corp (the “Company”) and of its Subsidiaries and Affiliates, who are either Australian residents or Australian taxpayers,

and who shall have been nominated to participate in this Australian Subplan by the Committee (each such person, an “Australian

Participant”). Pursuant to Section 15(d) the Nova Minerals Corp Equity Incentive Plan (the “Plan”), the

Board has the authority to amend the Plan and has determined to establish an addenda or subplan for the benefit of Australian Participants.

The purpose of this Australian Subplan is to facilitate compliance with Australian tax, securities, and other applicable laws, and to

permit the Company to issue Rights to Eligible Participants who are Australian residents.

All

Rights granted to Australian Participants will be governed by the terms of the Plan, when read together with this Australian Subplan

(on the basis that, for these purposes, when reading the Plan, the “Plan” shall include this Australian Subplan, and a “Participant”

includes an “Australian Participant” who has been granted a Right.) In the case of an irreconcilable contradiction (as determined

by the Committee) between the provisions of this Australian Subplan and the Plan, the provisions of this Australian Subplan will govern.

The

following definitions and sections of the Plan do not apply to this Australian Subplan.

Definitions:

Awards, Eligible Person, Incentive Stock Option, and Performance Award.

Sections:

7(e), 15(b), 15(r), and 15(s).

Definitions. Capitalized terms contained

in this Australian Subplan have the same meanings given to them in the Plan, unless otherwise provided below:

(a)

“Application” means the document that must be submitted by a Participant to apply for Rights under this Australian

Subplan, as specified in Section 6.

(b)

“Application Period” means the period between the date of the Invitation and the last date on which an Application

may be submitted

(c)

“Australian Participant” has the meaning set forth in Section 1.

(d)

“Australian Subplan” has the meaning set forth in Section 1.

(e)

“Company” has the meaning set forth in Section 1.

(f)

“Eligible Person” means a full time or part-time Employee (including an executive Director but excluding a

non-executive Director), an Employee of the Group or a Consultant to the Group or a person who will prospectively fill one of the foregoing

roles.

(g)

“Employee” means any person who is a full-time or permanent part-time

Employee of the Group. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute

“employment” by the Company.

(h)

“EST” means an employee share trust established by the Group to facilitate the operation of this Australian

Subplan.

(i)

“Exercise Notice” means the written advice from the Participant to the Company that the Participant is exercising

their Right under Section 16.

(j)

“Exercise Price” means the amount, if any, payable to exercise a Right

(k)

“Exercise Restrictions” means a period during which a Participant may not exercise vested Rights; for Restricted

Rights, the Exercise Restriction is as defined in Section 16(a), and for other Rights is a period specified in an Invitation,

if applicable.

(l)

“Exercise Rights Value” means the value determined by applying the following formula as at the date of exercise:

(Common Share Price - Exercise Price) x Number of Rights Exercised.

(m)

“Group” means the Company, its Subsidiaries, and its Affiliates.

(n)

“Invitation” means a communication from the Company to an Eligible Person that contains the terms and conditions

of the specific invitation to apply for Rights.

(o)

“Measurement Period” means, in relation to Invitations of Performance Rights and Service Rights, the period

or periods specified in the Invitation.

(p)

“Performance Rights” means rights that are subject to performance related Vesting Conditions

(q)

“Plan” has the meaning set forth in Section 1.

(r)

“Restricted Right” means a right that is fully vested at grant.

(s)

“Restricted Shares” means Common Shares acquired by exercise of vested Rights and which are subject to disposal

restrictions.

(t)

“Rights” means an entitlement to the value of a Common Share which may be settled in the form of cash, or a

Common Share (including a Restricted Share), as determined by the Committee in its discretion.

(u)

“Service Rights” means rights that are subject to service related Vesting Conditions.

(v)

“Specified Disposal Restrictions” means the period specified in an Invitation, if any, commencing when a Restricted

Share is acquired by exercise of a Right and ending on the first to occur of: the date specified in the Invitation, the 15th anniversary

of the grant date and the date of cessation of the Participant’s employment with the Group. During the period of the Specified

Disposal Restriction, Restricted Shares may not be disposed of or transferred or otherwise dealt with (including encumbered or made subject

to any interest in favor of any other person) and will be forfeited on purported disposal, transfer, or dealing unless the transfer is

effected by operation of law on death or legal incapacity to the Participant’s legal personal representative.

(w)

“Tranche” means a group of Rights defined by the fact that each Right in the group has identical terms and

features.

(x)

“Vesting Conditions” means conditions that must be satisfied for vesting of a Right to occur, as contemplated

in Section 10.

(y)

“Vesting Date” means the date on which unvested Rights become vested, as specified in a Vesting Notice.

(z)

“Vesting Notice” means the document issued to a Participant to notify that the Rights have vested, including

the date of vesting.

Administration. This Australian Subplan

will be administered by the Committee. The Committee is authorized, subject to the provisions of this Australian Subplan, to establish

such guidelines for the administration of this Australian Subplan as are deemed appropriate, and to make determinations under this Australian

Subplan as may be deemed necessary or advisable from time to time. Such determinations shall be conclusive and binding on all Participants.

Eligibility. All Eligible Persons are

eligible to receive Invitations.

Invitations.

(a)

This Australian Subplan will operate through a series of Invitations. The Committee will, in its absolute discretion, determine those

Eligible Persons who will receive Invitations.

(b)

Each Invitation may contain terms and conditions that vary between Eligible Persons. The terms and conditions that apply to a grant of

Rights under the Plan are to be determined by the Committee and will include each of the following to the extent applicable to the intended

features of a particular Invitation and the type of Rights that are the subject of the Invitation (i.e., Performance Rights, Service

Rights, and/or Restricted Rights):

(i)

the name of the Eligible

Person;

(ii)

the date of the Invitation;

(iii)

the number of each type of

Right in each Tranche;

(iv)

the Exercise Price which

will be nil, unless otherwise determined by the Committee;

(v)

the term of the Rights, if

other than 10 years;

(vi)

the Vesting Conditions that

apply to Service Rights and/or Performance Rights;

(vii)

the Measurement Period applicable

to Performance Rights and Service Rights;

(viii)

the Vesting Date or how the

Vesting Date will be determined;

(ix)

the post-employment treatment

of Service Rights;

(x)

the Specified Disposal Restrictions

period for Common Shares that may be acquired on exercise of vested Rights;

(xi)

Exercise Restrictions that

may apply;

(xii)

how the Rights may be settled

at exercise, if settlement is to be restricted;

(xiii)

whether Common Shares issued

on exercise of Rights must be purchased on-market or may be acquired otherwise;

(xiv)

other terms and conditions

that the Committee determines to include; and

(xv)

instructions on the process

to apply for Rights that are the subject of the Invitation, including the name of the person to whom the Application should be sent

and the Application Period.

(c)

The receipt of an Invitation or Invitations under this Australian Subplan does not guarantee nor confer any entitlement to receive any

other Invitation under this Australian Subplan.

Application for Rights. The form of Application

and the Application Period shall be determined by the Committee in its discretion from time to time. In submitting an Application, the

Eligible Person will be agreeing to be bound by this Australian Subplan and the terms of the Invitation.

Granting of Rights.

(a)

The Committee will consider valid Applications that are made in response to Invitations and determine whether or not to accept them.

(b)

For accepted Applications, the Committee will use reasonable efforts to grant the Rights within 30 days of the last date of the Application

Period, unless otherwise determined by the Committee.

(c)

Participants will be notified in writing when Rights are granted and the date of the grant.

Participants. Eligible Persons whose Applications

have been accepted and have been granted Rights will be referred to as Participants; and will remain Participants until all Rights granted

to said Participants have either lapsed or been exercised and both any risk of forfeiture and disposal restrictions applicable to the

Common Shares acquired by exercising the Rights have ceased to apply.

Rights May Not Be Disposed of, Transferred, or

Encumbered. Rights may not be disposed of or transferred or otherwise dealt with (including for purposes of this Section, encumbered

or made subject to any interest in favor of any other person) and will lapse immediately on purported disposal, transfer or dealing unless

the transfer is effected by operation of law on death or legal incapacity to the Participant’s legal personal representative.

10.

Measurement Periods.

(a)

The Measurement Period applicable to each Performance Right will be three years unless otherwise specified in the Invitation. The Measurement

Period for Performance Rights will relate to periods when Performance Criteria must be satisfied, subject to early vesting under Sections

12 and 13.

(b)

The Measurement Period applicable to each Tranche of Service Rights will be specified in the Invitation. The Measurement Periods for

Service Rights will relate to periods when service conditions must be satisfied for them to vest, subject to early vesting under Sections

12 and 13.

(c)

Measurement Periods for Performance Rights and Service Rights will commence on the first day of the financial year in which the grant

is made unless otherwise determined by the Committee and specified in the Invitation.

11.

Vesting Conditions.

(a)

Vesting Conditions may relate to:

(i)

Performance of the Company or an aspect of the Company’s operations or the performance of the Participant;

(ii)

continued service of the Participant with the Group; or

(iii)

any combination of the foregoing determined by the Committee for each Right.

(b)

Vesting Conditions, if applicable, must be specified in the Invitation, along with the relationship between various potential levels

of performance and levels of vesting that may occur.

(c)

Performance Criteria may vary between the Rights.

12.

Vesting of Performance Rights.

(a)

Following the end of the Measurement Period, the Committee will determine for each Tranche of Performance Rights to which the Measurement

Period applies, and which have not previously lapsed or vested, the extent to which the Rights have vested, if at all, and notify Participants

in a Vesting Notice of both the extent of vesting and the Vesting Date.

(b)

Prior to the end of a Measurement Period the Committee may determine that some or all of the Performance Rights held by a Participant

will vest in which case the Committee will notify Participants in a Vesting Notice of both the extent of vesting and the Vesting Date.

In such circumstances the Committee also has absolute discretion to determine that Exercise Restrictions (if any) are lifted, and that

any remaining unvested Performance Rights will be forfeited in which case the Committee shall notify Participants in writing, in a form

determined by the Committee in its absolute discretion.

(c)

Committee Discretion Regarding Vesting of Performance Rights.

(i)

The Committee retains discretion to increase or decrease, including to nil, the Performance Criteria applicable to Performance Rights.

In exercising this discretion, the Committee shall take into account, amongst other factors it considers relevant, Company performance

from the perspective of shareholders over the relevant Measurement Period.

(ii)

Before exercising its discretion under this Section, the Committee may seek advice from an independent advisor as to whether the discretion

should be exercised and if so then the alternative extent of vesting that should be considered by the Committee.

13.

Vesting of Service Rights.

(a)

Following the end of the Measurement Period, the Committee will determine for each Service Right to which the Measurement Period applies

and which have not previously lapsed, the extent to which the Service Right has vested, if at all, and notify Participants in writing

of the Vesting Date.

(b)

Prior to the end of a Measurement Period the Committee may determine that some or all of the Service Rights held by a Participant will

vest in which case the Committee will notify Participants in a Vesting Notice of both the extent of vesting and the Vesting Date. In

such circumstances the Committee also has absolute discretion to determine that Exercise Restrictions (if any) are lifted, and that any

remaining unvested Service Rights will be forfeited in which case the Committee shall notify Participants in writing.

14.

Vesting of Restricted Rights. Restricted

Rights are fully vested on the grant date, therefore the Grant Notice and the Vesting Notice may be combined (i.e., the grant

date is also the Vesting Date for Restricted Rights.)

15.

Lapsing of Rights. Rights will lapse automatically

on the earlier of:

(a)

the date when there is no longer an opportunity for the Right; or

(b)

the end of the term for the Right as set forth in the Invitation.

16.

Exercise of Rights and Exercise Restrictions.

(a)

An Invitation may specify an Exercise Restriction which is a period during which vested Rights may not be exercised, and any attempt

to do so will be considered void, subject to the early release of Exercise Restrictions under Sections 12, 13, and 18.

(b)

Restricted Rights are subject to an Exercise Restriction for 90 days following the grant date, unless a longer period is determined by

the Committee and specified in the Invitation.

(c)

Rights may be exercised at any time between the latter of the vesting date or the elapsing of the Exercise Restriction (if applicable)

and the end of their term.

(d)

An Exercise Notice will be in the form determined by the Committee from time to time, and provided to the Participant with a Vesting

Notice.

(e)

Unless otherwise specified in an Invitation, upon exercise of Rights the Committee will determine in its absolute discretion whether

to settle the Exercised Rights Value in Common Shares (including Restricted Shares), a cash payment, or a combination of Common Shares

and a cash payment. The Committee will advise the Participant in writing of the result of its determination, in the Vesting Notice.

(f)

To the extent that the Exercised Rights Value is to be provided in Common Shares, the Committee will in its discretion, either:

(i)

issue Common Shares to Participants, or

(ii)

arrange for Common Shares to be acquired for the benefit of Participants by the trustee of the EST, if any. The Company or another Group

Company will contribute such funds as are needed from time to time to the EST trustee to enable the EST trustee to acquire Common Shares

and the trustee shall apply those funds to acquire Common Shares by:

(A)

on-market purchase, or

(B)

subscription to a new issue as directed by the Committee.

(g)

To the extent that the Exercised Rights Value is to be paid in cash it will be paid via payroll less any legally required withholdings

such as PAYG tax.

17.

Disposal Restrictions Attached to Common Shares.

(a)

All Common Shares acquired by Participants or held by the trustee of the EST for the benefit of Participants following the exercise of

Rights are initially Restricted Shares, and shall be subject to a disposal restriction being that such Common Shares may not be sold

or disposed of in any way until their sale would not breach either:

(i)

the Company’s Common Share trading policy;

(ii)

restrictions on insider trading; and

(iii)

the Specified Disposal Restrictions in an Invitation, if applicable.

(b)

Any attempt by a Participant to deal in or dispose of Restricted Shares will result in forfeiture of the Restricted Shares, and the Committee

may require the Participant to facilitate a transfer of forfeited Restricted Shares to another party nominated by the Committee, for

nil consideration.

(c)

In cases of severe and demonstrable hardship the Committee may in its absolute discretion waive the remaining portion of the Specified

Disposal Restriction period.

(d)

If Common Shares subject to Specified Disposal Restrictions are held in the name of the Participant then the Company shall impose a holding

lock to ensure that the disposal restrictions are complied with.

(e)

Specified Disposal Restrictions attached to Restricted Shares acquired when Rights have been exercised shall cease when the Participant

ceases to be an Employee of the Group, unless otherwise determined by the Committee and specified in the Invitation.

(f)

Any holding lock applied by the Company to Restricted Shares will be removed when the Participant ceases to be an Employee of the Group,

unless otherwise determined by the Committee and specified in the Invitation.

(g)

On the first occasion following the cessation of Specified Disposal Restrictions, if any, when Common Shares may be sold without breaching

the Company’s share trading policy the Committee will advise the Participant in writing of the date of that occasion. A cessation

of Disposal Restrictions Notice will be used for this purpose. However, if sale of the Common Shares may not be undertaken due to applicable

securities laws, including insider trading restriction provisions, then the effective date of the Cessation of Disposal Restrictions

Notice will be taken to be delayed until the next point in time when sales of Common Shares may occur without breaching either the Company’s

share trading policy or restrictions on insider trading.

18.

Disposal Restrictions and Exercise Restrictions

Release at Taxing Point.

(a)

If a taxing point arises in relation to vested but unexercised Rights that are subject to Exercise Restrictions, the Exercise Restrictions

will cease to apply to 50% of such Rights, unless otherwise determined by the Committee.

(b)

If a taxing point arises in relation to Restricted Shares and Specified Disposal Restrictions apply to such Common Shares then Specified

Disposal Restrictions (and associated holding locks if applicable) will cease to apply to 50% of such Restricted Shares.

19.

Conditions on Delivery of Common Shares.

Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any evidence of book entry or

certificates evidencing Common Shares issued pursuant to Rights, unless and until the Committee has determined, with advice of counsel

(to the extent the Committee deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable

laws, regulations of governmental authorities and, if applicable, the requirements of the Securities Act or any exchange on which the

Common Shares are listed, quoted or traded. All Common Shares issued pursuant to this Australian Subplan shall be subject to any stop-transfer

orders and other restrictions as the Committee deems necessary or advisable to comply with U.S. federal, state or foreign jurisdiction,

securities, or other laws and/or the rules of any market or quotation system on which the Common Shares are listed, quoted or traded.

The Committee may place legends on any certificate or notations on any book entry to reference restrictions applicable to Common Shares.

In addition to the terms and conditions provided herein, the Committee may require that an individual make such reasonable covenants,

agreements, and representations as the Committee, in its absolute discretion, deems necessary or advisable to comply with any such laws,

regulations, or requirements.

20.

Retirement Benefit Limit. Notwithstanding

any other provision in this Australian Subplan, the Company is not required to provide or procure the provision of any benefit which

would result in a breach by the Company of the Corporations Act 2001 (Cth) relating to termination benefits to any Participants who are

the holder of an managerial or executive office unless any prior approval required from the shareholders for the provision of such a

benefit has been sought and obtained by the Company.

21.

Tax Matters.

(a)

Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to this Australian Subplan including to all Rights granted under this

Australian Subplan and all Common Shares that arise from the exercising of Rights.

(b)

Tax Withholding Requirement. Prior to the delivery of any Common Shares pursuant to Rights, the Company will have the power and

the right to deduct or withhold, or require an Australian Participant to remit to the Company, an amount sufficient to satisfy the amount

of Australian federal, state, local, foreign or other taxes required to be withheld with respect to such Rights. The Committee may require

the Company’s tax withholding obligation satisfied, in whole or in part, by the Company withholding from the Common Shares to be

issued pursuant to Rights a number of Common Shares with an aggregate market price (as of the date the withholding is effected) that

would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate

or such lesser amount as is necessary to avoid adverse accounting treatment.

(c)

No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to this Australian Participant to advise

such holder as to the time or manner of exercising the Right. Furthermore, the Company will have no duty or obligation to warn or otherwise

advise such holder of a pending termination or expiration of a Right or a possible period in which the Right may not be exercised. The

Company has no duty or obligation to minimize the tax consequences of an Right to this Australian Participant.

22.

Term, Amendment and Termination of this Australian

Subplan.

(a)

The Committee may amend, suspend, or terminate this Australian Subplan at any time. Unless terminated sooner by the Committee, this Australian

Subplan will terminate automatically upon the earlier of (i) 10 years after the effective date of this Australian Subplan and (ii) the

termination of this Australian Subplan. No Rights may be granted under this Australian Subplan while either the Plan or this Australian

Subplan is suspended or after the Plan or this Australian Subplan is terminated (but Rights previously granted under this Australian

Subplan may extend to the termination pursuant to the terms of the Invitation).

(b)

If this Australian Subplan is terminated, the provisions of this Australian Subplan and any administrative guidelines, and other rules

adopted by the Committee and in force at the time of suspension or termination of this Australian Subplan, will continue to apply to

any outstanding Rights as long as Rights granted pursuant to this Australian Subplan remains outstanding.

23.

Governing Law. This Australian Subplan shall in all respects be governed by and be construed in accordance with the laws of the

State of Nevada, without giving effect to the principals of conflicts of laws, and applicable provisions of U.S. federal law. The state

and federal courts located within the State of Nevada shall have exclusive jurisdiction to settle any dispute which may arise out of

or in connection with this Australian Subplan and accordingly any proceedings, suit or action arising out of this Australian Subplan

shall be brought in such courts.

EX-14.1

Filename: ex14-1.htm · Sequence: 8

Exhibit 14.1

NOVA

MINERALS CORP

CODE

OF BUSINESS CONDUCT AND ETHICS

Date

Adopted: June 1, 2026

1. Introduction

The

Board of Directors (the “Board”) of Nova Minerals Corp, a company incorporated under the laws of the State

of Nevada, has adopted this code of business conduct and ethics (this “Code”), as may be amended from time to time

by the Board and which is applicable to all of the directors, officers and employees (to the extent that employees are hired in the future)

(each a “person,” as used herein) of the Company (as defined below), to:

● Promote

honest and ethical conduct, including the ethical handling of actual or apparent conflicts

of interest between personal and professional relationships;

● Promote

the full, fair, accurate, timely and understandable disclosure in reports and documents that

the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”),

as well as in other public communications made by or on behalf of the Company;

● Promote

compliance with applicable governmental laws, rules and regulations;

● Deter

wrongdoing; and

● Require

prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This

Code may be amended or modified by the Board. In this Code, references to the “Company” mean Nova Minerals Corp and,

in appropriate context, the Company’s subsidiaries or operating companies.

Nova Minerals Corp | Code of Business Conduct and Ethics

2. Honest,

Ethical and Fair Conduct

Each

person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit,

dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal

gain or advantage.

Each

person must:

● Act

with integrity, including being honest and candid while still maintaining the confidentiality

of the Company’s information where required or when in the Company’s interests;

● Observe

all applicable governmental laws, rules and regulations;

● Comply

with the requirements of applicable accounting and auditing standards, as well as Company

policies, in order to maintain a high standard of accuracy and completeness in the Company’s

financial records and other business-related information and data;

● Adhere

to a high standard of business ethics and not seek competitive advantage through unlawful

or unethical business practices;

● Deal

fairly with the Company’s customers, suppliers, competitors and employees;

● Refrain

from taking advantage of anyone through manipulation, concealment, abuse of privileged information,

misrepresentation of material facts or any other unfair-dealing practice;

● Protect

the assets of the Company and ensure their proper use;

● Subject

to, and except as permitted by, the Company’s amended and restated memorandum and articles

of association, as it may be amended from time to time (the “charter”), not (i)

take for themselves corporate or business opportunities that are discovered through the use

of corporate property, information or position, (ii) use corporate property, information

or position for personal gain and (iii) compete with the Company; and

● Avoid

conflicts of interest, wherever possible, except as may be allowed under guidelines or resolutions

approved by the Board (or the appropriate committee of the Board), as disclosed in the Company’s

public filings with the SEC or as permitted by the charter. Anything that would be a conflict

for a person subject to this Code also will be a conflict for a member of his or her immediate

family or any other close relative. Examples of conflict of interest situations include,

but are not limited to, the following:

○ any

significant ownership interest in any supplier or customer;

○ any

consulting or employment relationship with any supplier or customer;

○ the

receipt of any money, non-nominal gifts or excessive entertainment from any entity with which

the Company has current or prospective business dealings;

Nova Minerals Corp | Code of Business Conduct and Ethics

○ selling

anything to the Company or buying anything from the Company, except on the same terms and

conditions as comparable officers or directors are permitted to so purchase or sell;

○ any

other financial transaction, arrangement or relationship (including any indebtedness or guarantee

of indebtedness) involving the Company; and

○ any

other circumstance, event, relationship or situation in which the personal interest of a

person subject to this Code interferes — or even appears to interfere — with

the interests of the Company as a whole.

3. Disclosure

The

Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and

other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards,

including standards of materiality, where appropriate. Each person must:

● Not

knowingly misrepresent, or cause others to misrepresent, facts about the Company to others,

whether within or outside the Company, including to the Company’s independent registered

public accountants, governmental regulators, self-regulating organizations and other governmental

officials, as appropriate; and

● In

relation to his or her area of responsibility, properly review and critically analyze proposed

disclosure for accuracy and completeness.

addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary or operating company

of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting

of the Company, must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business

and financial operations of the Company.

Each

person must promptly bring to the attention of the Chairperson of the Board (the “Chairperson”) any information he

or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could

adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management

or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

4. Compliance

is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal

responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules and regulations,

including those relating to accounting and auditing matters.

Nova Minerals Corp | Code of Business Conduct and Ethics

5. Reporting

and Accountability

The

Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret

this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify

the Chairperson promptly. Failure to do so is, in and of itself, a breach of this Code.

Specifically,

each person must:

● Notify

the Chairperson promptly of any existing or potential violation of this Code; and

● Not

retaliate against any other person for reports of potential violations that are made in good

faith.

● The

Company will follow the following procedures in investigating and enforcing this Code and

in reporting on this Code:

● The

Board will take all appropriate action to investigate any breaches reported to it; and

● Upon

determination by the Board that a breach has occurred, the Board (by majority decision) will

take or authorize such disciplinary or preventive action as it deems appropriate, after consultation

with the Company’s internal or external legal counsel, up to and including dismissal

or, in the event of criminal or other serious violations of law, notification of the SEC

or other appropriate law enforcement authorities.

person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee

thereof to discharge, demotion, suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions

of employment.

6. Waivers

and Amendments

Any

waiver (defined below) or implicit waiver (defined below) from a provision of this Code for the Chief Executive Officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions, or any amendment (as defined below) to

this Code is required to be disclosed in a Current Report on Form 8-K filed with the SEC. In lieu of filing a Current Report on Form

8-K to report any such waivers or amendments, the Company may provide such information on its website and keep such information on the

website for at least 12 months and disclose the website address as well as any intention to provide such disclosures in this manner in

its most recently filed Annual Report on Form 10-K.

“waiver” means the approval by the Board of a material departure from a provision of this Code. An “implicit waiver”

means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of

this Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code

other than minor technical, administrative or other non-substantive amendments hereto.

All

persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The

Company expects full compliance with this Code.

Nova Minerals Corp | Code of Business Conduct and Ethics

7. Insider

Trading and Dissemination of Inside Information

Each

person shall comply with the Company’s Policy Regarding Insider Trading and Dissemination of Inside Information.

8. Financial

Statements and Other Records

All

of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately

reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of

internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable

law or regulation. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance

with those policies, in the event of litigation or governmental investigation, please consult the Board or the Company’s internal

or external legal counsel.

9. Improper

Influence on Conduct of Audits

director, officer or employee, or any other person acting under the direction thereof, shall directly or indirectly take any action to

coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit

or review of the financial statements of the Company or take any action that such person knows or should know that if successful could

result in rendering the Company’s financial statements materially misleading. Any person who believes such improper influence is

being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any

of the Company’s directors.

Types

of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:

● Offering

or paying bribes or other financial incentives, including future employment or contracts

for non-audit services;

● Providing

an auditor with an inaccurate or misleading legal analysis;

● Threatening

to cancel or canceling existing non-audit or audit engagements if the auditor objects to

the Company’s accounting;

● Seeking

to have a partner removed from the audit engagement because the partner objects to the Company’s

accounting;

● Blackmailing;

and

● Making

physical threats.

Nova Minerals Corp | Code of Business Conduct and Ethics

10. Anti-Corruption

Laws

The

Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices

Act. To the extent prohibited by applicable law, directors, officers and employees will not directly or indirectly give anything of value

to government officials, including employees of state-owned enterprises or foreign political candidates. These requirements apply both

to Company employees and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized

to engage agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s

standards in this area.

11. Violations

Violation

of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil

or criminal liability which might be imposed by any court or regulatory agency.

12. Other

Policies and Procedures

Any

other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company

prior to the effective date hereof or hereafter are separate requirements and remain in full force and effect.

13. Inquiries

All

inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Chairperson,

or such other compliance officer as shall be designated from time to time by the Board.

Nova Minerals Corp | Code of Business Conduct and Ethics

EX-99.1

Filename: ex99-1.htm · Sequence: 9

Exhibit

99.1

DESCRIPTION

OF THE REGISTRANT’S SECURITIES REGISTERED

PURSUANT

TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Nova

Minerals Corp (“we,” “our,” or “us”) has two classes of securities registered under Section 12 of

the Securities Exchange Act of 1934, as amended: our common stock, par value $0.001 per shares, and warrants to purchase common stock.

The

following description of the terms of the securities of the Company sets forth certain general terms and provisions of our common stock

and preferred stock, par value $0.001 per share, and our warrants to purchase common stock. This section also summarizes relevant provisions

of the Nevada Revised Statutes (“NRS”). The following summary of the terms of our securities does not purport to be complete

and is subject to, and is qualified in its entirety by reference to, the applicable provisions of the NRS and our amended and restated

articles of incorporation (“Articles of Incorporation”) and our bylaws (“Bylaws”), and, in the case of our warrants,

the terms of the applicable warrant agreement

Description

of Capital Stock

General

Our

authorized capital stock currently consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock.

Common

Stock

Subject

to any voting rights of any series of our preferred stock then outstanding, the holders of our common stock are entitled at each meeting

of stockholders to one vote for each share of common stock standing in such stockholder’s name on our books. No holder of our common

stock shall be entitled to cumulate votes for the election of our directors. Dividends upon our capital stock, subject to the provisions

of our Articles of Incorporation, if any, may be declared by our board of directors (“Board”) at any regular or special meeting,

pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of our Articles

of Incorporation. Before payment of any dividend, there may be set aside out of any of our funds available for dividends such sum or

sums as our Board from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any of our property, or for such other purpose as the directors shall think conducive

to our interest, and the directors may modify or abolish any such reserve in the manner in which it was created. The rights, preferences

and privileges of holders of our common stock are subject to the rights of the holders of shares of any series of preferred stock that

may be issued in the future.

Preferred

Stock

are authorized to issue up to 10,000,000 shares of preferred stock. Pursuant to NRS 78.1955, shares of preferred stock may be issued

from time to time in one or more classes or series, each of which shall have such distinctive designation or title as shall be determined

by our Board prior to the issuance of any shares thereof. Preferred stock shall have such voting powers (or no voting powers), designations,

preferences, limitations, restrictions and relative rights, as shall be stated in such resolution or resolutions providing for the issuance

of such class or series of preferred stock, as may be adopted from time to time by our Board prior to the issuance of any shares thereof

and, for so long as we are admitted to the official list of the Australian Securities Exchange, in compliance with the requirements of

the Australian Securities Exchange Listing Rules.

Description

of Warrants

The

following is a brief summary of certain terms and conditions of our warrants and is subject in all respects to the provisions contained

in the applicable warrant agreements included with our filings with the SEC. See the form of warrant filed with the SEC for a complete

description of the terms and conditions applicable to the warrants.

Exercisability.

The warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their

original issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed

exercise notice and, at any time a registration statement registering the issuance of the shares of common stock underlying the warrants

under the Securities Act of 1933, as amended (the “Securities Act”) is effective and available for the issuance of such shares,

by payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. If a registration

statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not effective or

available the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder

would receive upon such exercise the net number of common stock determined according to the formula set forth in the warrant. Pursuant

to the applicable warrant agreement, a warrant holder may exercise its warrants only for a whole number of common stock. This

means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued and only whole

warrants will trade. No fractional shares of common stock will be issued in connection with the exercise of a warrant. If, upon the exercise

of warrants, a holder would be entitled to receive a fractional interest in common stock, the Company will, upon exercise, round down

to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Exercise

Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates)

would beneficially own in excess of 4.99% (or 9.99% at the election of the holder) of the number of shares of common stock outstanding

immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase

in such percentage shall not be effective until 61 days following notice from the holder to us.

Exercise

Price. The exercise price per whole share of common stock purchasable upon exercise of the warrants is US$1.4532 per whole share

of common stock. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock

splits, stock combinations, reclassifications or similar events affecting our shares of common stock and also upon any distributions

of assets, including cash, stock or other property to our stockholders.

Transferability.

Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

Warrant

Agent. The warrants were issued under a warrant agreement between Computershare Trust Company, N.A as warrant agent, and us.

The warrants shall initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf

of The Depository Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by

DTC.

Fundamental

Transactions. In the event of a fundamental transaction, as described in the applicable warrant agreement and generally

including any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer or other disposition

of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of

more than 50% of our outstanding shares of common stock, or any person or group becoming the beneficial owner of 50% of the voting power

represented by our outstanding shares of common stock, the holders of the warrants will be entitled to receive upon exercise of the warrants

the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately

prior to such fundamental transaction without regard to any limitations on exercised contained in the warrants.

Rights

as a Stockholder. Except as otherwise provided in the applicable warrant agreement or by virtue of such holder’s ownership

of common stock, the holder of a warrant does not have the rights or privileges of a holder of common stock, including any voting rights,

until the holder exercises the warrant. An exercising warrant holder will not become a holder of common stock until the common stock

is registered and delivered.

Exclusive

Forum. The form of warrant provides that (i) legal proceedings concerning the interpretation, enforcement and defense of the warrants

will be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan and (ii) that the parties thereto

irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. Notwithstanding

the foregoing, such exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities

Act, the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States are

the sole and exclusive forum.

Governing

Law. The warrants are governed by New York law.

Limitation

of Liability of Officers and Directors

the fullest extent permitted by the NRS, the Company, or any successor thereto, shall indemnify any person who was or is made a party

or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative

or investigative, by reason of the fact that the person is or was our director, officer, employee or agent, or is or was serving at our

request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including

as a manager of a limited liability company), from and against any and all expenses, liabilities, costs or matters referred to therein

or covered thereby, including, but not limited to, attorneys’ fees, judgments, fines and amounts paid in settlement actually and

reasonably incurred by the person in connection with the action, suit or proceeding.

Special

Meetings of Stockholders

Our

Bylaws provide that special meetings of stockholders may be held at such location, on such date and at such time, or by remote communication,

so designated by the Board and as shall be stated in the notice of the meeting in accordance with our Bylaws, or in a duly executed waiver

of notice thereof. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by our

Articles of Incorporation, and subject to the rights of the holders of any series of our preferred stock then outstanding, may be called

only by (i) the Chairperson of the Board, (ii) our Chief Executive Officer, or (iii) our Secretary at the request of a majority of the

Board. Business transacted at any special meeting of stockholders shall be limited to the purpose stated in the notice.

Stockholder

Action; Advance Notice Requirements for Stockholder Proposals

Our

Bylaws provide that any action, except election of directors, which may be taken by the vote of the stockholders at a meeting, may be

taken without a meeting only if (a) approved by the Board with specific authorization for the stockholders to such action without a meeting

and (b) authorized by the written consent of stockholders holding at least a majority of the voting power of the capital stock issued

and outstanding and entitled to vote thereof, unless the applicable provisions of the NRS, our Bylaws, or our Articles of Incorporation

require a greater proportion of voting power to authorize such action, in which case such greater proportion of written consents shall

be required.

an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.

To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Company and specified in the

notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) brought before the meeting by or at the

direction of the Board or any authorized committee thereof, or (iii) otherwise properly brought before the meeting by a stockholder who

(A) was a stockholder of record of our Company (and, with respect to any beneficial owner, if different, on whose behalf such business

is proposed, only if such beneficial owner was the beneficial owner of shares of our Company) both at the time of giving the notice provided

for in our Bylaws and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with the relevant provisions

of our Bylaws as to such business. Stockholders shall not be permitted to propose business to be brought before a special meeting of

the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting

given by or at the direction of the Board. Stockholders seeking to nominate persons for election to the Board must comply with the relevant

sections of our Bylaws.

Without

qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely

Notice (as defined below) thereof in writing and in proper form to the Secretary of our Company, (ii) provide any updates or supplements

to such notice at the times and in the forms required by the relevant sections of our Bylaws and (iii) constitute a proper mater for

stockholder action. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive

offices of our Company not later than the close of business on the ninetieth (90th) day nor earlier than the one hundred twentieth (120th)

day prior to the one (1)-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual

meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to

be timely must be so delivered, or mailed and received, not earlier than the one hundred twentieth (120th) day prior to such annual meeting

and not later than the close of business on the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day

following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods,

“Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence

a new time period (or extend any time period) for the giving of Timely Notice as described above.

addition to the other requirements set forth in our Bylaws, a stockholder providing notice shall, as of the date of delivery of such

notice and continuously for at least the three (3)-year period immediately preceding such date, have been the beneficial owner of shares

of common stock of our Company representing at least five percent (5%) of the outstanding shares of common stock of our Company, and

shall provide to our Company documentary evidence of such continuous ownership (including, if applicable, one or more written statements

from the record holder of such shares or from a financial institution verifying ownership for the required period) as part of such notice.

For the avoidance of doubt, shares that have been sold short, borrowed, hedged in a manner that materially reduces the economic risk

of ownership, or acquired through derivative instruments that do not confer full voting and investment power shall not be counted toward

the foregoing ownership threshold. Each proposing person shall provide, as part of such notice, a signed representation certifying that

neither such person nor any of its affiliates or associates has, at any time during the required continuous ownership period, entered

into any hedging, swap, collar, put, call, short sale, borrowing arrangement, forward contract or other transaction or arrangement that

has had or would have the effect of reducing in any manner the full economic risk of ownership of shares counted toward the foregoing

ownership threshold. Any failure to provide such representation, or any material inaccuracy therein, shall render the notice invalid

and the proposed business shall not be transacted at the meeting.

Election

and Removal of Directors

each annual meeting of stockholders, directors of each class, the term of which shall then expire, shall be elected to serve for a three-year

term, but if any such annual meeting is not held or the directors are not elected at any annual meeting, the directors may be elected

at any special meeting of stockholders held for that purpose, or at the next annual meeting of stockholders held thereafter. Each director,

including a director elected to fill a vacancy, shall hold office until the next election of the class for which such director shall

have been chosen and until a successor has been elected and qualified or until his earlier resignation or removal or his office has been

declared vacant in the manner provided in our Bylaws.

Any

director may be removed for Cause by the affirmative vote of the holders of at least two-thirds (2/3rds) of the total voting power of

the Company entitled to vote at an election of directors and otherwise in accordance with the NRS. For purposes of the removal of a director,

“Cause” shall mean (i) conviction of, or a plea of guilty or no contest to, a felony or any crime involving fraud or moral

turpitude, (ii) a final, non-appealable finding by a court of competent jurisdiction that the director committed fraud or willful misconduct

in connection with the director’s duties to the Company, (iii) a willful and material breach of the director’s fiduciary

duties to the Company or (iv) a declaration by a court of competent jurisdiction that the director is of unsound mind or similar declaration.

Prior to any for Cause removal, the director who is the subject of the proposed removal shall be given not less than three (3) business

days’ prior written notice specifying the grounds for the proposed removal and a reasonable opportunity to be heard before the

Board; provided, however, that in exigent circumstances, as determined in good faith by a majority of the disinterested directors then

in office, including circumstances involving alleged fraud, criminal conduct, breach of fiduciary duty causing immediate and irreparable

harm to the Company, or conduct that poses a material risk to the Company’s business, assets, reputation or legal standing, the

Board may act on such shorter notice (including no prior notice) as the disinterested directors determine is reasonably necessary under

the circumstances, so long as the director who is the subject of the removal is given notice of the removal and the grounds therefor

promptly following the Board’s action and an opportunity to address the Board at its next regular or special meeting. Any vacancy

created by a for Cause removal shall be filled exclusively by the Board in accordance with the Articles of Incorporation and the Bylaws.

Nevada

Anti-Takeover Statutes

Business

Combinations Act

Under

the terms of our Articles of Incorporation and as permitted under Nevada law, we have elected to be governed by the terms and provisions

of NRS 78.411 through NRS 78.444, inclusive, or Nevada’s Business Combinations Act. This law provides that specified persons who,

together with affiliates and associates, own, or, with respect to affiliates or associates of ours who within two years did own, 10%

or more of the outstanding voting stock of a corporation cannot engage in specified business combinations with our Company for a period

of two years after the date on which the person became an interested stockholder. The law defines the term “business combination”

to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and other transactions

in which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other stockholders.

Control

Share Acquisitions Act

Nevada’s

Control Share Acquisitions Act provides that, in certain circumstances, a stockholder who acquires a controlling interest in a corporation,

defined in the NRS as an interest in excess of a 1/5, 1/3 or 1/2 interest, has no voting rights in the shares acquired that caused the

stockholder to exceed any such threshold, unless our Company’s other stockholders, by majority vote, grant voting rights to such

shares. Under the terms of our Articles of Incorporation and as permitted under Nevada law, we have elected not to be governed by the

terms and provisions of Nevada’s Control Share Acquisitions Act, or NRS 78.378 through NRS 78.3793, inclusive.

Amendment

to Certain Articles of Incorporation and Bylaws Provisions

Our

Articles of Incorporation provide that amendments to certain of its provisions will require the affirmative vote of the holders of at

least two-thirds of the total voting power of the Company entitled to vote on such amendments, voting together as a single class, namely:

● the

provisions on the limitation on liability of directors and officers;

● the

provisions on corporate opportunities;

● the

provisions on distributions;

● the

provisions on the exclusive forum and waiver of jury trial;

● the

provisions on the approval of certain business combinations; and

● the

provisions on conversions.

addition, our Articles of Incorporation provide that the Board is expressly authorized to adopt, amend, alter, repeal or rescind, in

whole or in part, the Bylaws. By affirmative vote of the holders of at least two-thirds of the voting power of the capital stock issued

and outstanding and entitled to vote, voting together as a single class, stockholders may adopt, amend, alter or repeal the Bylaws. Notwithstanding

the previous sentence, any amendment, alteration, repeal or rescission of the Bylaws shall require the affirmative vote of at least two-thirds

of the total voting power of the Company entitled to vote on such amendment, alteration, repeal, rescission or adoption, voting together

as a single class

Transfer

Agent, Registrar and Warrant Agent

Computershare

Trust Company, N.A is the transfer agent and registrar for our common stock and the warrant agent for our warrants. Its address is 150

Royall Street, Canton, Massachusetts 02021.

Listing

Our

common stock and warrants are listed on the NYSE American LLC under the symbols “NVA” and “NVAWS,” respectively.

EX-99.2

Filename: ex99-2.htm · Sequence: 10

Exhibit

99.2

Nova

Minerals Announces Completion of its Redomiciliation to the United States

Anchorage,

Alaska, June 16, 2026 - Nova Minerals Corp (“Nova Minerals” or the “Company”) is pleased to announced that

its previously announced plan to redomicile from Australia to the United States has become effective as of today. The shares of common

stock of Nova Minerals and the warrants of Nova Minerals issued in connection with the redomicilation are expected to commence trading

on the NYSE American under the symbols “NVA” and “NVAWS,” on or about June 17, 2026 or as soon as possible thereafter,

respectively.

Nova

Minerals will be subject to the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”) and applicable

corporate governance rules and continued listing requirements of the NYSE American. Further details regarding the implementation of the

redomicilation can be found in a Current Report on Form 8-K that will be filed by Nova Minerals with the SEC.

About

Nova Minerals Corp

Nova

Minerals Corp is advancing one of the world’s largest undeveloped gold deposits into production and securing a U.S. domestic supply

of the critical mineral antimony. The Company is focused on the exploration and development of the Estelle Gold and Critical Minerals

Project, located in Alaska, a tier-one mining jurisdiction.

Estelle

hosts two defined multi-million-ounce gold resources, and more than 20 prospects distributed along a 35-kilometre mineralised trend,

in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world’s

largest gold mines and discoveries including, Kinross Gold Corporation’s Fort Knox Gold Mine. In parallel, the Company is advancing its

critical minerals strategy, fully funded by a US$43.4 million U.S. Department of War award to develop a domestic antimony supply chain,

targeted for production in late 2026/2027.

Forward

Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section

21E of the Exchange Act which are subject to the “safe

harbor” created by those sections. All statements, other than statements of historical

fact, contained in this press release are forward-looking statements and that are subject to substantial risks and uncertainties. Forward-looking

statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,”

“contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,”

“may,” “might,” “plan,” “potential,” “predict,” “project,” “target,”

“aim,” “should,” “will” “would,” or the negative of these words or other similar expressions,

although not all forward-looking statements contain these words. Forward-looking statements are based on our current expectations and

are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements

are based on assumptions as to future events that may not prove to be accurate. Forward-looking statements contained in this announcement

are made as of this date, and we undertake no duty to update such information except as required under applicable law.

Investor

Relations:

Dave

Gentry, CEO

RedChip

Companies, Inc.

Phone:

1-407-644-4256

Email:

NVA@redchip.com

Nova

Minerals:

Craig

Bentley

Director

Phone:

+61 414 714 196

Email:

craig@novaminerals.com

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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