Share Reserve. Subject to the provisions of [Section 12] relating to adjustments upon changes in Common Stock, the total number of shares of Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate of 6,000,000 shares (the “Reserved Shares”).”

Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

Release of Share Reserve. Hymers agrees to cancel the reservation of 3,000,000 shares of GRVE Common Stock at EQ Shareowner Service per the attached.

Reserve. Borrower Agent has informed Lender that Borrower Agent has entered into a letter of intent to sell its ​ - Winchester business unit (the "Winchester Business Unit") for approximately ​ (the "Winchester Sale"). As of ​, the Eligible Inventory and Eligible Accounts of the Winchester Business Unit contributed approximately ​ of borrowing capacity under the Borrowing Base. In order to anticipate the proposed sale of the Winchester Business Unit, Borrowers acknowledge that upon the date on which the sale of the Purchased Assets referred to in 3(a) above is consummated, Lender shall implement an Availability Reserve in an amount sufficient to reduce the borrowing capacity under the Borrowing Base based on Eligible Accounts and Eligible Inventory of the Winchester Business Unit to ​. Upon the consummation of the Winchester Sale, such Availability Reserve shall be reduced to ​.

Share. A share of common stock of the Company.

Plan Reserve. Subject to adjustment as provided in [Section 18], an aggregate of 8,500,000 Shares, plus the number of Shares available for issuance under the Prior Plan that had not been made subject to outstanding awards as of the Effective Date, plus the number of Shares described in [Section 6(c)], are reserved for issuance under this Plan. The Shares reserved for issuance may be either authorized and unissued Shares or shares reacquired at any time and now or hereafter held as treasury stock. The aggregate number of Shares reserved under this [Section 6(a)] shall be depleted by the number of Shares, if any, that are subject to an Award as determined at the time of grant; provided that the aggregate number of Shares reserved under this [Section 6(a)] shall be depleted by two Shares for each Share delivered in payment or settlement of a full-value Award. For this purpose, a full-value Award includes Restricted Stock, Restricted Stock Units payable in Shares, Performance Shares, Performance Units payable in Shares, and any other similar Award payable in Shares under which the value of the Award is measured as the full value of a Share, rather than the increase in the value of a Share. Notwithstanding the foregoing, the Company may issue only such number of Shares as is described in the first sentence of this [Section 6(a)] upon the exercise of incentive stock options. For purposes of determining the aggregate number of Shares reserved for issuance under this Plan, any fractional Share shall be rounded to the next highest full Share.

Share Counting. Upon the granting of an Award, the number of Shares subject to the Award shall be counted against the Net Share Reserve; provided, however, that no Shares Convertible from Plan Notes shall be counted against the Net Share Reserve.

Share Limits. Subject to [Section 11] of the Plan and subsection # below, the following limitations apply to the grant of Awards: # no more than 21,170,212 shares of Common Stock may be reserved for issuance and delivered in the aggregate pursuant to Awards granted under the Plan (the “Share Pool”); # no more than 4,830,086 shares of Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan; and # the maximum amount (based on the Fair Market Value of shares of Common Stock on the date of grant as determined in accordance with applicable financial accounting rules) of Awards that may be granted in any single fiscal year to any non-employee member of the Board, taken together with any cash fees paid to such non-employee member of the Board in respect of service as a member of the Board during such fiscal year, shall be ​; provided, that the foregoing limitation shall not apply in respect of any Awards issued to # a non-employee director in connection with the Company’s initial public offering of shares of Common Stock, or in respect of any one-time equity grant upon his or her appointment to the Board or # a non-executive chairman of the Board, provided, that the non-employee director receiving such additional compensation does not participate in the decision to award such compensation.

Share Counting. The Share Pool shall be reduced, on the date of grant, by the relevant number of shares of Common Stock for each Award granted under the Plan that is valued by reference to a share of Common Stock; provided that Awards that are valued by reference to shares of Common Stock but are required to be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent that Awards originating from the Share Pool terminate, expire, or are cash-settled, canceled, forfeited, exchanged, or surrendered without having been exercised, vested, or settled, the shares of Common Stock subject to such Awards shall again be available for Awards under the Share Pool. Notwithstanding the foregoing, the following shares of Common Stock shall not become available for issuance under the Plan: # shares of Common Stock tendered by Participants, or withheld by the Company, as full or partial payment to the Company upon the exercise of Stock Options granted under the Plan; # shares of Common Stock reserved for issuance upon the grant of Stock Appreciation Rights, to the extent that the number of reserved shares of Common Stock exceeds the number of shares of Common Stock actually issued upon the exercise of the Stock Appreciation Rights; and # shares of Common Stock withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the exercise of, upon the lapse of restrictions on, or settlement of, an Award.

ARTICLE # ASSIGNMENT OR TRANSFER OF AWARDS.