Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 18,946,871 shares, which number is the sum of: (i) 15,921,156 new shares, plus (ii) a number of shares of Common Stock equal to the Prior Plans Available Reserve, plus (iii) a number of shares of Common Stock equal to the number of Returning Shares, if any, as such shares become available from time to time.

The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective Date. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options (ii) Nonstatutory Stock Options (iii) SARs (iv) Restricted Stock Awards (v) RSU Awards (vi) Performance Awards and (vii) Other Awards. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards. All Awards granted under this Plan will be subject to the terms of this Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan (ii) the Prior Plans Available Reserve (plus any Returning Shares) will become available for issuance pursuant to Awards granted under this Plan and (iii) all outstanding awards granted under the Prior Plan will remain subject to the terms of the Prior Plan (except to the extent such outstanding awards result in Returning Shares that become available for issuance pursuant to Awards granted under this Plan).

The Plan is the successor to and continuation of the Prior Plan. (a) Successor to and Continuation of Prior Plan.

A DOPTED BY THE B OARD OF D IRECTORS: _, 2021Ī PPROVED BY THE S TOCKHOLDERS: _, 2021

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