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Effect of Certain Corporate Events

               In the event of (i) a sale, lease or other disposition of all or substantially all of the Company’s capital stock or assets, (ii)
            a merger or consolidation of the Company in which the Company is not the surviving corporation or (iii) a reverse merger
            in which the Company is the surviving corporation but the shares of common stock outstanding immediately preceding the
            merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, any
            surviving or acquiring corporation may assume awards outstanding under the 2010 Plan or may substitute similar awards.
            Unless the stock award agreement otherwise provides, in the event any surviving or acquiring corporation does not assume
            such awards or substitute similar awards, then the awards will terminate if not exercised at or prior to such event.

               The 2010 Plan provides that, in the event of a dissolution or liquidation of the Company, all outstanding awards under
            the 2010 Plan will terminate prior to such event and shares of bonus stock and restricted stock subject to the Company’s
            repurchase option or to forfeiture may be repurchased by the Company or forfeited, notwithstanding whether the holder of
            such stock is still providing services to the Company.

               Duration, Amendment and Termination

               The Board may suspend or terminate the 2010 Plan without stockholder approval or ratification at any time or from time
            to time. Unless sooner terminated, the 2010 Plan will terminate on March 8, 2020.
               The Board may also amend the 2010 Plan at any time, and from time to time.  However, except as provided in Section 11
            of the 2010 Plan relating to adjustments upon changes in common stock, no amendment will be effective unless approved by
            our stockholders to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, Rule
            16b-3 under the Securities Exchange Act of 1934 or any securities exchange listing requirements.  Our Board may submit any
            other amendment to the 2010 Plan for stockholder approval, including, but not limited to, amendments intended to satisfy the
            requirements of Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limitation
            on the deductibility of compensation paid to certain executive officers.

               Federal Income Tax Information

               The following is a summary of the principal United States federal income tax consequences to the participant and us with
            respect to participation in the 2010 Plan. This summary is not intended to be exhaustive, and does not discuss the income tax
            laws of any city, state or foreign jurisdiction in which a participant may reside.

               Incentive Stock Options.  There will be no federal income tax consequences to either us or the participant upon the grant
            of an incentive stock option.  Upon exercise of the option, the excess of the fair market value of the stock over the exercise
            price, or the “spread,” will be added to the alternative minimum tax base of the participant unless a disqualifying disposition
            is made in the year of exercise.  A disqualifying disposition is the sale of the stock prior to the expiration of two years from the
            date of grant and one year from the date of exercise.  If the shares of common stock are disposed of in a disqualifying disposi-
            tion, the participant will realize taxable ordinary income in an amount equal to the spread at the time of exercise, and we will
            be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction
            of a tax reporting obligation) to a federal income tax deduction equal to such amount. If the participant sells the shares of
            common stock after the specified periods, the gain or loss on the sale of the shares will be long-term capital gain or loss and we
            will not be entitled to a federal income tax deduction.

               Nonstatutory Stock Options, Restricted Stock Purchase Awards and Stock Bonuses.  Nonstatutory stock options,
            restricted stock purchase awards and stock bonuses granted under the 2010 Plan generally have the following federal income
            tax consequences.

               There are no tax consequences to the participant or us by reason of the grant.  Upon acquisition of the stock, the partici-
            pant will recognize taxable ordinary income equal to the excess, if any, of the stock’s fair market value on the acquisition date
            over the purchase price. However, to the extent the stock is subject to “a substantial risk of forfeiture” (as defined in Section
            83 of the Code), the taxable event will be delayed until the forfeiture provision lapses unless the participant elects to be taxed
            on receipt of the stock by making a Section 83(b) election within 30 days of receipt of the stock. If such election is not made,
            the participant generally will recognize income as and when the forfeiture provision lapses, and the income recognized will
            be based on the fair market value of the stock on such future date. On that date, the participant’s holding period for purposes


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