Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company prior to the later of # twelve (12) months after the date the Plan is adopted or # the date of first grant of an Option or Stock Purchase Right to a Service Provider in California if such grant is to be exempt from qualification under Section 25102(o) of the California Corporations Code. Each Option or Stock Purchase Right intended to be exempt from qualification under Section 25102(o) of the California Corporations Code shall be canceled, and any issuance of Shares pursuant to such Option or Stock Purchase Right shall be rescinded, if the Plan is not approved by the Company’s stockholders (excluding the votes of Shares issued under the Plan) within twelve (12) months before or after the date the Plan is adopted by the Board. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

Stockholder Approval. The Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Options or Stock Purchase Rights may be granted prior to such stockholder approval, provided that such Options and Stock Purchase Rights shall not be exercisable, shall not vest and the restrictions thereon shall not lapse prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, all Options and Stock Purchase Rights previously granted under the Plan shall thereupon be canceled and become null and void.