Aggregate Limits. Subject to Section 15(a), the aggregate number of Shares subject to Awards granted under the Plan is 3,520,000 Shares. Any Shares subject to Awards that are cancelled, expire or are forfeited, or are the subject of Awards settled in cash without the issuance of any Shares, shall be available for re-grant under the Plan. Notwithstanding anything to the contrary contained herein, Shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such Shares are # Shares tendered or withheld in payment of the Option exercise price, or # Shares delivered to or withheld by the Company to satisfy any tax withholding obligation authorized by the Committee. Shares issued in payment of any Award may either be authorized and unissued Shares or treasury Shares. Any cash tendered to pay any exercise price or to meet tax withholding obligations will not be used by the Company to purchase additional Shares on the open market for use under this Plan.

Basic Limitation. Subject to the provisions of Section 15 hereof, the maximum aggregate number of Shares that may be issued pursuant to all Awards under the Plan shall not exceed five hundred thousand (500,000) Shares, all of which may be subject to Incentive Stock Option treatment. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Upon payment in Shares pursuant to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if Shares are tendered or withheld to satisfy any withholding obligations of the Company, the number of Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Plan.

Section # Aggregate Shares. Subject to adjustment as provided under the Plan, the total number of Shares that are available for Awards under the Plan shall not exceed in the aggregate 15,000,000 Shares (all of which may be granted with respect to Incentive Stock Options), plus any Shares subject to outstanding awards granted under the Prior Plan and that expire or terminate for any reason, shall be available under this Plan. Such Shares may be authorized and unissued Shares, treasury Shares, or Shares acquired on the open market.

Subject to Section 3.1(b) and Section 13.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 6,148,613, all of which may be issued pursuant to Incentive Stock Options. Notwithstanding the foregoing, to the extent permitted under Applicable Law, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit at the time that Shares would otherwise be issued in respect of such Award.

Total Shares Available. Subject to adjustment as provided in [Section 3.07], the aggregate number of shares of Stock reserved and available for issuance under the Plan will be 25,000,000. No Award may be granted if the number of shares of Stock to be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the aggregate number of shares of Stock to be delivered in connection with then-outstanding Awards. If an Award is forfeited or otherwise terminates or is canceled without the delivery of shares of Stock, shares of Stock are surrendered or withheld from an Award to satisfy any obligation of the Participant (including Federal or state taxes) or shares of Stock owned by a Participant are tendered to pay the exercise price of an Award, then the shares of Stock covered by such forfeited, terminated or canceled Award or which are equal to the number of shares of Stock surrendered, withheld or tendered, will again become available for issuance under the Plan.

Aggregate Limit. Subject to adjustment under [Section 4.3] below, the maximum number of Shares that may be issued pursuant to Awards granted under the Plan shall be 681,818 Shares. Notwithstanding the foregoing, but subject to adjustment as provided in [Section 15], no more than 75,757 Shares that can be delivered under the Plan shall be deliverable pursuant to the exercise of Incentive Stock Options.

Shares Available for Awards. The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be # 10,000,000, plus # any Shares available for issuance under the Plan not issued or subject to outstanding Awards under such plan as of the Effective Date. For purposes of this limitation, Shares underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Common Stock or otherwise terminated (other than by exercise) under the Plan shall be added back to the Shares available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the Shares that may be issued as Incentive Stock Options. The Shares available for delivery under this Plan may consist of authorized and unissued Shares, Shares held in treasury, Shares of Common Stock purchased or held by the Company for purposes of this Plan, or any combination thereof.

Share Reserve. Subject to adjustment under Section 15(a), the maximum aggregate number of Shares that may be issued on exercise of all Awards under the Plan is 9,313,484 Shares. This limitation consists of the sum of # 6,539,265 Shares available for issuance under the Prior Plan as of the date of the Board’s approval of the Plan; # up to 1,274,219 Shares issuable on exercise of awards under the Prior Plan or that were otherwise awarded under the Prior Plan, that on or after the date of the stockholders’ approval of the Plan are forfeited, cancelled, expired unexercised or settled in cash; and # an additional 1,500,000 Shares that were approved by the Company’s stockholders on May 25, 2017. Any Shares that are subject to any Award under the Plan will be counted against this limit as one Share for every one Share granted.

Subject to Sections 14.1, 14.2 and 3.1(b) hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of # 238,828 Shares, # any Shares subject to awards under the Prior Plan that, on or after the Effective Date, terminate, expire or lapse for any reason without the delivery of Shares to the holder thereof, up to a maximum of 116,951 Shares, and # an annual increase on the first day of each year beginning in 2016 and ending in 2025 equal to the lesser of # five percent (5%) of the Shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and # such smaller number of Shares as determined by the Board (such sum, the “Share Limit”); provided, however, no more than 2,000,000 Shares may be issued upon the exercise of Incentive Stock Options. Notwithstanding the foregoing, Shares added to the Share Limit pursuant to Section 3.1(a)(ii) or Section 3.1(a)(iii) hereof shall be available for issuance as Incentive Stock Options only to the extent that making such Shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. Notwithstanding the foregoing, to the extent permitted under Applicable Law, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit in this Section 3.1 at the time that Shares would otherwise be issued in respect of such Award.