At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued
under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax
withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the
Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock by the Participant.
Grant of Option. On the Enrollment Date of each Offering Period, each Participant participating in such Offering Period
shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up
to a number of shares of the Company’s Common Stock determined by dividing such Participant’s payroll deductions accumulated
prior to such Exercise Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase
Price; provided that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12. The Board may, for future
Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company’s Common
Stock a Participant may purchase during each Offering Period. Exercise of the option shall occur as provided in Section 8, unless
the Participant has withdrawn pursuant to Section 10. The option shall expire on the last day of the Offering Period.
Exercise of Option.
Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such
Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares
shall be purchased; any payroll deductions accumulated in a Participant’s account which are not sufficient to purchase a
full share shall be retained in the Participant’s account for the subsequent Offering Period, subject to earlier withdrawal
by the Participant as provided in Section 10. Any other monies left over in a Participant’s account after the Exercise Date
shall be returned to the Participant. During a Participant’s lifetime, a Participant’s options are exercisable only
by him or her.
If the Board determines that, on a given Exercise Date, the number of shares with respect to which options are to be exercised
may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the
applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Board may
in its sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise
Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro rata allocation of the
shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable
and as it shall determine in its sole discretion to be equitable among all Participants exercising options to purchase Common
Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The Company
may make pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the
preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s
stockholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each Participant which has
not been applied to the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash as soon as
reasonably practicable after the Exercise Date, without any interest thereon.