Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan

The Company's Amended and Restated enGene Holdings Inc. 2023 Incentive Equity Plan (the "2023 Plan") was adopted on May 15, 2024 and superseded all prior plans. The 2023 Plan is administered by the Board or, at the discretion of the Board, by a committee of the Board, (the "Committee"). The exercise prices, vesting and other restrictions are determined at the discretion of the Board, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Common Shares on the date of grant and the term of stock option may not be greater than ten years. Common Shares that are expired, terminated, surrendered or cancelled under the 2023 Plan without having been fully exercised will be available for future awards. The Plan authorizes the award of incentive stock options, or ISOs, non-qualified stock options, or NQSOs, Stock Units, Stock Appreciation Rights, or SARs, and other share-based awards including performance awards and share bonus awards. The Plan contains the evergreen provision (the "Evergreen Provision") pursuant to which on the first business day of each calendar year, the aggregate number of Common Shares that could be issued or transferred thereunder (the "Plan Share Reserve") and the number of Common Shares available for options intended to qualify as incentive stock options (the "ISO Sublimit") each increase by such number of Common Shares as equals 5% of the aggregate number of Common Shares outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the compensation committee), and the ISO Sublimit by the lesser of 2,500,000 Common Shares and the increase in the Plan Share Reserve (or such smaller number of shares may be determined by the compensation committee of the Company’s board of directors). On January 2, 2025 the Committee allowed the full 5% increase for 2025 under the Evergreen Provision.

As of April 30, 2025, inclusive of i) the common shares subject to the outstanding grants under the prior plans, and ii) 2,548,833 Common Shares added on January 2, 2025 under the Evergreen Provision, there were 9,599,016 of Common Shares reserved for issuance under the Plan and there are 2,700,179 shares remaining for issuance.

Inducement Grants

The Company may grant inducement equity award consisting of a non-qualified stock option to purchase Common Shares to newly hired employees an inducement material to the employees entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4) and was granted outside of the 2023 Plan. During the three and six months ended April 30, 2025, the Company granted 144,650 and 504,950, respectively, of non-qualified stock options as inducement equity awards. No inducement equity awards were granted during the three and six months ended April 30, 2024. As of April 30, 2025, none of the inducement grant awards granted to date have vested, expired, or been forfeited, and all options remain outstanding.

Stock Options

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s common share as of each reporting date.

The weighted-average grant-date fair value per share of share options granted during the three months ended April 30, 2025 and 2024 was $3.23 and $11.60, respectively. The weighted-average grant-date fair value per share of share options granted during the six months ended April 30, 2025 and 2024, was $5.23 and $8.87, respectively.

Share-based Compensation Expense

As of April 30, 2025, there was $33.1 million of unrecognized compensation, which is expected to be recognized over a weighted-average period of 3.4 years.