Overall Number of Shares Available for Delivery. The total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be 2,000,000 (the “Share Pool”). Any Shares that are not subject to an award under the Prior Plan as of the Effective Date of this Plan shall no longer be eligible to be issued. Subject to limitations provided in [Section 6(b)(iv)], up to 500,000 authorized shares may be granted as ISOs under the Plan. The total number of shares available is subject to adjustment as provided in [Section 11(c)]. Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.

Overall Number of Shares Available for Delivery. Subject to adjustment as provided in [Section 11(c)], the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be 100 million, of which a maximum of 85 million can be ISOs and the balance will be non-qualified or non-incentive stock options pursuant to Code [section 423]. Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.

“(a) Overall Number of Shares Available for Delivery. Subject to adjustment as provided in [Section 10(c), (i)])] the total number of Shares reserved and available for delivery in connection with Awards under the Plan shall be 11,550,000 and # the total number of Shares with respect to which Stock Options intended to be ISOs may be granted under the Plan shall not exceed 2,000,000.”

Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock reserved and available for delivery in connection with Awards under this Plan shall not exceed the sum of 8,000,000. The maximum number of shares of Stock that may be subject to Incentive Stock Option treatment is 8,000,000.

Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 8, the total number of shares of Stock reserved and available for issuance in connection with Awards under this Plan as of the Effective Date shall be 6,804,443 shares (“the Share Pool”); provided, however, that the shares of Stock reserved and available for issuance in connection with Awards under this Plan shall be available for issuance only in connection with shares of Stock issued in connection with Outstanding Prior Awards and shares of Stock issued in connection with Awards granted on or after the Effective Date. On January 1, 2020 and January 1 of each calendar year occurring thereafter and prior to the expiration of the Plan, the Share Pool will automatically be increased by an amount equal to four percent (4%) of the number of shares of Stock outstanding on a fully diluted basis as of the close of business on the immediately preceding December 31 (calculated by adding to the number of shares of Stock outstanding (of all classes of Common Stock), all outstanding securities convertible into Stock (of all classes of Common Stock) on such date on an as converted basis). Notwithstanding the foregoing, the Committee may act prior to January 1 of a given year to provide that there will be no such automatic increase in the Share Pool for such year or that the increase in the Share Pool for such year will be lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. For purposes of clarity, the only shares of Stock that will count against the share limit calculated pursuant to this Section 4(a) are shares of Stock issued in connection with Awards granted after the Effective Date and shares of Stock issued in connection with Outstanding Prior Awards. Notwithstanding the number of shares of Stock available in the Share Pool, no more than 6,804,443 shares of Stock will be available for issuance in connection with Incentive Stock Options under the Plan.

Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, 6,950,000 shares of Stock are reserved and available for delivery with respect to Awards, and the same number of shares shall be available for the issuance of shares upon the exercise of ISOs. In addition, any shares of Stock that, as of the Effective Date, remain available for issuance under the Approach Resources Inc. 2007 Stock Incentive Plan shall be available for delivery with respect to Awards under the Plan. The shares of Stock to be delivered under the Plan shall be made available from # authorized but unissued shares of Stock, # Stock held in the treasury of the Company, or # previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.

Number of Shares. Subject to adjustment as provided in Section 7(b), the number of shares of Stock that may be issued in satisfaction of Awards under the Plan is 998,900 shares of Stock (the “Initial Share Pool”). The Initial Share Pool will automatically increase # by the number of shares of Stock underlying awards under the Prior Plan (which will not exceed 769,419 shares) that on or after the Date of Adoption expire or are terminated, surrendered or cancelled without the delivery of shares of Stock, are forfeited to, or repurchased by, the Company, or otherwise become available again for grant under the Prior Plan, in each case, in accordance with its terms and # on January 1st of each year from 2019 until 2028, by the lesser of # four percent (4%) of the number of shares of Stock outstanding as of the close of business on the immediately preceding December 31st and # the number of shares of Stock determined by the Board on or prior to such date for such year (the Initial Share Pool, as it may be so increased, the “Share Pool”). Up to 166,500 of the shares of Stock from the Share Pool may be issued in satisfaction of ISOs, but nothing in this [Section 4(a)] will be construed as requiring that any, or any fixed number of, ISOs be granted under the Plan. For purposes of this [Section 4(a)], shares of Stock will not be treated as issued under the Plan, and will not reduce the Share Pool, unless and until, and to the extent, the shares are actually issued to a Participant.

Limitation on Overall Number of Shares Subject to Awards. Subject to adjustment as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery in connection with Awards under the Plan shall be 2,250,0001. In addition, as of the date this Plan is first approved by the stockholders, any shares available in the reserve of the 2005 Plan shall be added to the Plan share reserve and be available for issuance under the Plan. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

Shares Available. The Shares issuable under the Plan shall be authorized but unissued Shares or Shares held in the Company’s treasury. The total number of Shares with respect to which Awards may be issued under the Plan may equal but may not exceed 15,000,000, subject to adjustment in accordance with Section 5.3; provided, however, that from the aggregate limit, no more than 7,500,000 Shares may be available for grant in the form of Incentive Stock Options.