Aggregate Limit. Subject to adjustment in accordance with Section 9.1, the maximum number of shares of Common Stock reserved exclusively for issuance upon an award of or exercise or payment pursuant to Awards under the Plan shall be the sum of the following: # 734,000 shares of Common Stock; # the number of shares remaining available for issuance under the Prior Plans on the Original Effective Date; and # any shares of Common Stock that are subject to outstanding awards under the Prior Plans on the Original Effective Date that are subsequently canceled, expired, forfeited, or otherwise not issued or are settled in cash. All or any of this maximum number of shares of Common Stock reserved under the Plan may be issued pursuant to Awards of Incentive Stock Options or pursuant to any one or more other Awards.

GENERAL LIMITATION. The aggregate number of shares of Common Stock which may be issued or used for reference purposes under this Plan or with respect to which other Awards may be granted shall not exceed 2,222,182 shares (subject to any increase or decrease pursuant to Section 4.2) which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company.

Authorized Number of Shares. Subject to adjustment under Section 10, Awards may be made under the Plan for up to 6,636,620 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), which is the sum of # the 2,925,000 shares of Common Stock being newly reserved under the Plan as of the Effective Date and # the number of shares that are Returning Shares, as such shares become available from time to time, up to a maximum of 3,711,620 shares of Common Stock. Any or all of these shares of Common Stock may be granted as Awards that are Incentive Stock Options (as defined in Section 5(b)).

Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to Awards initially shall be a number of Shares equal to the sum of # 656,901 Shares, which will be available for issuance solely pursuant to the Substitute Awards, and # 3,447,368 Shares. Subject to the provisions of Section 10, below, no more than 3,447,368 Shares may be issued pursuant to Incentive Stock Options granted under the Plan. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.

Subject to Section 14 of the Plan, there shall be reserved for issuance under the Plan an aggregate of 250,000 shares of Company Stock; which may include authorized, but unissued, shares. Not more than 250,000 of such shares shall be available as any type of awards other than Incentive Stock Options. Shares allocable to Options granted under the Plan that expire or otherwise terminate and shares that are forfeited pursuant to restrictions on Restricted Stock awarded under the Plan may again be subjected to an Award under this Plan.

Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards from and after the Effective Date (the “Share Reserve”) will not exceed 1,050,000 shares. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued under the Plan. Accordingly, this Section 3(a) does not limit the granting of Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual [Section 303A.08, AMEX]X] Company Guide [Section 711] or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 909,090 shares, subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any Awards that are forfeited, canceled or otherwise terminated (other than by exercise) under the Plan shall be added back to the shares of Stock available for issuance under the Plan. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, no more than 378,787 shares of Stock in the aggregate may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock.

Number of Shares. Subject to adjustment as set forth in Section 3.4, as of the Effective Date, the total number of shares of Common Stock reserved for issuance under this Plan shall be 439,000, which may be issued entirely through Incentive Stock Options or through a combination of any one or more of the forms of Awards permitted under the Plan. For avoidance of doubt, all shares issued under this Plan to the extent they are unused (e.g., due to expiration, forfeiture, cancelation or otherwise) shall be able to be reissued in accordance with Section 3.3.

Number of Shares. Subject to adjustment as provided in Section 15 and the provisions of this Section 6, the total number of shares of Common Stock reserved and available for issuance pursuant to Awards granted under the Plan shall be 2,862,500, plus effective as of the date of stockholder approval, an additional 1,439,853 shares of Common Stock.

Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will equal the sum of # 1,100,000 newly reserved shares, plus # an additional number of shares of Common Stock not to exceed 67,425 shares consisting of # the Prior Plan’s Available Reserve, plus # a number of shares of Common Stock equal to the number of Returning Shares, if any, as such shares become available from time to time (such aggregate number of shares described in [(i) and (ii) above], the “Share Reserve”). For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in [Section 7(a)]. Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual [Section 303A.08, AMEX]X] Company Guide [Section 711] or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards from and after the Effective Date shall not exceed 7,000,000 shares. Shares may be issued under the terms of this Plan in connection with a merger or acquisition as permitted by Rule [[Unknown Identifier]] of the NYSE Listed Company Manual Rules or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.