Restricted Stock Subject to Plan. This Award is subject to the Plan as approved by the Company’s stockholders and as may thereafter be amended or modified in accordance with its terms. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

Subject to adjustment as provided in this Section 3, the aggregate number of shares of Stock which may be delivered under the Plan shall not exceed 12,000,000 shares.

Stock Subject to Plan. Subject to adjustment as provided in Section 13, # the maximum number of Shares that may be issued under the Plan is seventy five million (75,000,000) shares, provided that no more than seven million five hundred thousand (7,500,000) shares may be issued pursuant to Awards that are not Options, and # the maximum number of Shares with respect to which an Employee may be granted Awards under the Plan during a fiscal year is seven million five hundred thousand (7,500,000) shares. Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been, or may be, reacquired by the Company in the open market, in private transactions, or otherwise.

The maximum number of Shares that may be issued under the Plan is 1,250,000 Shares, subject to adjustment pursuant to the provisions of Paragraph 10. If an Option terminates without having been exercised in whole or part, other Options may be granted covering the Shares as to which the Option was not exercised. Notwithstanding anything to the contrary contained in the Plan, the aggregate number of Shares issued to an Optionee on the exercise of Options granted under the Plan, or reserved for issuance to an Optionee on the exercise of Options granted under the Plan, may not exceed ten percent (10%) of the maximum number of Shares authorized to be issued on the exercise of Options under the Plan.

The maximum number of Shares that may be issued or transferred pursuant to all Options and Awards under this Plan is 700,000, of which not more than 200,000 Shares may be issued or transferred pursuant to Options and/or Awards to any one Eligible Employee during any one calendar year. Not more than 10,000 Shares may be issued or transferred pursuant to Options and/or Awards to any Director during any one calendar year. The maximum number of Shares that may be issued or transferred pursuant to Incentive Stock Options shall be 200,000. Upon a Change in Capitalization after the adoption of this Plan by the Board, the Shares shall be adjusted to the number and kind of Shares of stock or other securities existing after such Change in Capitalization.

Restricted Stock Deferral Plan. If Participant is eligible, and if Participant has made the appropriate election, to defer all or a portion of the Restricted Stock awarded hereunder into ​ Directors Restricted Stock Deferral Plan (the “Deferral Plan”), then the Common Shares that would otherwise vest in accordance with the terms of this Agreement and are subject to such election, instead of being delivered to Participant, shall be credited to Participant’s account and distributed in accordance with the terms of the Deferral Plan and Participant’s deferral election thereunder.

Subject to adjustment as provided below, the total number of shares of Stock reserved and available for issuance in connection with the Plan is Ten Million Four Hundred Ninety Thousand Seven Hundred Eighty-Four (10,490,784). Any Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares. If there is a merger, reorganization, consolidation, recapitalization, share dividend, share split, reverse split, combination of shares or other change in corporate structure of the Company affecting the Stock, such substitution or adjustment shall be made in the aggregate number of shares of Stock reserved for issuance under the Plan, and in the number of shares deemed to be held in any Account, as may be approved by the Committee in its sole discretion.

Stock Subject to the Plan. Subject to adjustment upon changes in capitalization of the Company as provided in Section 14, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan will be equal to # 1,000,000 Shares, plus # any Shares subject to awards granted under the Tocagen, Inc. 2009 Equity Incentive Plan, the Tocagen, Inc. 2017 Equity Incentive Plan, and the Forte Biosciences Inc. 2018 Equity Incentive Plan that, after the date of stockholder approval of the Plan, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan pursuant to clause (b) equal to 1,102,341. In addition, Shares may become available for issuance under Section 3.2. The Shares may be authorized but unissued, or reacquired Common Stock.

Restricted Stock. The Director shall be granted five hundred thousand (500,000) shares of restricted stock, to be granted promptly after the execution of this Agreement pursuant to the Restricted Stock Award Agreement in the form annexed hereto as [Appendix A]. In addition, the Director shall be granted shares of restricted stock in an amount equal to 0.25% of the fully diluted share count (including any and all outstanding common stock plus convertible securities, including convertible preferred shares, convertible debentures, granted stock options both vested and unvested, and warrants), following each annual stockholders meeting if re-elected as a Director of the Board by the stockholders of the Company (the “Re-Election Award”), the first grant of which will be made if re-elected at the first annual stockholders meeting that occurs at least 12 months after the Effective Date. Upon receipt of a Re-Election Award, the Company shall enter into a new restricted stock award agreement that separately outlines the terms and conditions of the Re-Election Award.

Restricted Stock. Provided that the Executive remains employed with the Company on the day following the expiration of the six months Probationary Period as set forth in Section 1 hereof, the Company shall grant to the Executive 50,000 Restricted Shares of the Company’s common stock under the Plan, pursuant to the terms and conditions of the Plan. The vesting of the Restricted Shares shall vest, subject to continued employment with the Company on the applicable vesting date, as follows: 15,000 immediately vested shares, 15,000 of the shares shall vest on the second anniversary of the Employment Commencement Date and the remainder shall vest on the third anniversary of the Employment Commencement Date.