Board Recommendation. The Board of Directors of NOVA has unanimously determined that the terms of the Acquisition are fair to and in the best interests of the shareholders of NOVA and recommended that the holders of the shares of NOVA Common Stock approve the Acquisition.

Board Recommendation. The Board of Directors of UBI it is majority shareholder have unanimously determined that the terms of the Acquisition are fair to and in the best interests of the shareholders of UBI.

Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

Board Resolutions. Duly executed resolution of the board of directors of Seller, substantially in the form attached as [Schedule 3.2.1(i)] hereto;

BOARD APPROVAL. If the Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be issued under the Plan as last approved by the Board, then this award shall be void with respect to such excess shares, unless Board approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. If Shares covered by this Agreement are granted prior to any required approval of the Plan by the Board of the Company, any such grant shall be subject to the condition subsequent of such Board approval but shall be deemed effective as of the Grant Date as listed in the Grant Notice.

Board Action. The Board, acting in its absolute discretion, has the right to grant Options to Eligible Employees, Directors and Consultants under this Plan from time to time. Each grant of an Option to an Eligible Employee, Director or Consultant will be evidenced by an Option Certificate, and each Option Certificate will set forth the number of Shares that may be purchased under the Option, the Option Price, and such additional terms and conditions of such grant (including, without limitation, vesting requirements) as may be determined by the Board.

Directors are expected to prepare for, attend, and contribute meaningfully in all Board and applicable committee meetings in order to discharge their obligations. Consistent with their fiduciary duties, directors are expected to maintain the confidentiality of the Board and its committee’s deliberations in accordance with SEC, NASDAQ and FINRA requirements.

Committee Authority. Subject to the Company’s Articles of Incorporation, Bylaws, and the provisions of this Plan, the Committee shall have full authority to grant Awards, including the following:

Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee of Verizon’s Board of Directors may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.

Signatory Authority. [[Organization A:Organization]] and [[Organization B:Organization]] hereby represent and warrant that the undersign individuals executing this Fourth Addendum have received all applicable approvals and consents and are empowered and duly authorized to so execute this Fourth Addendum on behalf of the parties they represent.