AMARANTUS BIOSCIENCES, INC.

**Management, Employee,Advisor and Director Preferred Stock Option Plan**

2012 SERIES B CONVERTIBLE PREFERREDSTOCK PLAN

1.                  Purposes of the Plan. The purposes of this Plan are to attract and retainthe best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Directorsand to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or NonstatutoryStock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2.                  Definitions. As used herein, the following definitions shall apply:

(a)                “Administrator” means the Board or any of its Committees as shall be administeringthe Plan in accordance with Section 4

hereof.

(b)                “Applicable Laws” means the requirements relating to the administrationof stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange orquotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction whereOptions or Stock Purchase Rights are granted under the Plan.

(c)                “Board” means the Board of Directors of the Company.

(d)                “Change in Control” means the occurrence of any of the following events:

(i)                  Any “person” (as such term is used in Sections 13(d) and 14(d) of the ExchangeAct) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, ofsecurities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’sthen outstanding voting securities, except that any change in the beneficial ownership of the securities of the Company as a resultof a private financing of the Company that is approved by the Board, shall not be deemed to be a Change in Control; or

(ii)                The consummation of the sale or disposition by the Company of all or substantially all ofthe Company’s assets; or

(iii)               The consummation of a merger or consolidation of the Company with any other corporation, otherthan a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity orits parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving entity or its parent outstanding immediately after such merger or consolidation.

(e)                “Code” means the Internal Revenue Code of 1986, as amended. Anyreference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(f)                 “Committee” means a committee of Directors or of other individuals satisfyingApplicable Laws appointed by the Board in accordance with Section 4

hereof.

(g)                “Common Stock” means the Common Stock of the Company. Commonas used inthis plan can also mean reference to the Preferred Stock that is convertible into Common Stock

(h)                “Series B Convertible Preferred Stock”(or “Preferred Stock”)means the specific designate Preferred Stock of the Company.

(i)                  “Company” means Amarantus BioSciences, Inc., a****Delaware corporation.

(j)                 “Director” means a member of the Board.

(k)                “Disability” means total and permanent disability as defined in Section 22(e)(3)of the Code.

(l)                  “Employee” means any person, including officers and Directors, employedby the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s feeby the Company shall be sufficient to constitute “employment” by the Company.

(m)              “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(n)                “Exchange Program” means a program under which (a) outstanding Optionsare surrendered or cancelled in exchange for Options of the same type (which may have lower exercise prices and different terms),Options of a different type, and/or cash, and/or (b) the exercise price of an outstanding Option is reduced. The terms and conditionsof any Exchange Program will be determined by the Administrator in its sole discretion.

(o)                “Fair Market Value” means, as of any date, the value of Common Stock determinedas follows:

(i)                  If the Common Stock is listed on any established stock exchange or a national market system,including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair MarketValue shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchangeor system on the day of determination, as reported in *The Wall Street Journal* or such other source as the Administratordeems reliable;

(ii)                If the Common Stock is regularly quoted by a recognized securities dealer but selling pricesare not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on theday of determination; or

(iii)               In the absence of an established market for the Common Stock, the Fair Market Value thereofshall be determined in good faith by the Administrator.

(p)                “Incentive Stock Option” means an Option intended to qualify as an incentivestock option within the meaning of Section 422 of the Code. 

(q)                “Nonstatutory Stock Option” means an Option not intended to qualify asan Incentive Stock Option.

(r)                 “Option” means a stock option granted pursuant to the Plan.

(s)                 “Option Agreement” means a written or electronic agreement between theCompany and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to theterms and conditions of the Plan.

(t)                 “Optioned Stock” means the Sereis B Convertible Preferred Stock subjectto an Option or a Stock Purchase Right.

(u)                “Optionee” means the holder of an outstanding Option or Stock PurchaseRight granted under the Plan.

(v)                “Parent” means a “parent corporation,” whether now or hereafterexisting, as defined in Section 424(e) of the Code. 

(w)               “Plan” means this 2008 Stock Plan.

(x)                “Restricted Stock” means Shares issued pursuantto a Stock Purchase Right or Shares of restricted stock issued pursuant to an Option.

(y)                “Restricted Stock Purchase Agreement” means a written or electronic agreementbetween the Company and the Optionee evidencing the terms and restrictions applying to Shares purchased under a Stock PurchaseRight. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the notice of grant.

(z)                “Securities Act” means the Securities Act of 1933, as amended.

(aa)             “Service Provider” means an Employee or Director.

(bb)            “Share” means a share of the Preferred Stock, as adjusted in accordancewith Section 13

below.

(cc)             “Stock Purchase Right” means a right to purchase Preferred Stock pursuantto Section 11

below.

(dd)            “Subsidiary” means a “subsidiary corporation,” whether nowor hereafter existing, as defined in Section 424(f) of the Code. 

3.                  Stock Subject to the Plan. Subject to the provisions of Section 13ofthe Plan, the maximum aggregate number of Shares that may be subject to Options or Stock Purchase Rights and sold under the Planis 1,250,000 Shares. The Shares may be authorized but unissued, or reacquired Preferred Stock.

If an Option or StockPurchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an ExchangeProgram, the unpurchased Shares that were subject thereto shall become available for future grant or sale under the Plan (unlessthe Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option or StockPurchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, exceptthat if unvested Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shallbecome available for future grant under the Plan.

4.                  Administration of the Plan.

(a)                Administrator. The Plan shall be administered by the Board or a Committee appointedby the Board, which Committee shall be constituted to comply with Applicable Laws.

(b)                Powers of the Administrator. Subject to the provisions of the Plan and,in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevantauthorities, the Administrator shall have the authority in its discretion:

(i)                  to determine the Fair Market Value;

(ii)                to select the Service Providers to whom Options and Stock Purchase Rights may from time totime be granted hereunder;

(iii)               to determine the number of Shares to be covered by each such award granted hereunder;

(iv)              to approve forms of agreement for use under the Plan;

(v)                to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder.Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock PurchaseRights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions,and any restriction or limitation regarding any Option or Stock Purchase Right or the Preferred Stock relating thereto, based ineach case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)              to institute an Exchange Program;

(vii)             to prescribe, amend and rescind rules and regulations relating to the Plan, including rulesand regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(viii)           to allow Optionees to satisfy withholding tax obligations by electing to have the Companywithhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair MarketValue equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determinedon the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for thispurpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

(ix)              to construe and interpret the terms of the Plan and Options granted pursuant to the Plan.

(c)                Effect of Administrator’s Decision. All decisions, determinationsand interpretations of the Administrator shall be final and binding on all Optionees.

5.                  Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted toService Providers. Incentive Stock Options may be granted only to Employees.

6.                  Limitations.

(a)                Incentive Stock Option Limit. Each Option shall be designated in the Option Agreementas either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent thatthe aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first timeby the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Optionsshall be treated as Nonstatutory Stock Options. For purposes of this Section 6

(a)

, Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair MarketValue of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b)                At-Will Employment. Neither the Plan nor any Option or Stock Purchase Right shall conferupon any Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company,nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time,with or without cause, and with or without notice.

7.                  Term of Plan. Subject to stockholder approval in accordance with Section 19

, the Plan shall become effective upon its adoption by the Board. Unless sooner terminated under Section 15

, it shall continue in effect for a term of ten (10) years from the later of (i) the effective date ofthe Plan, or (ii) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reservedfor issuance under the Plan.

8.                  Term of Option. The term of each Option shall be stated in the Option Agreement; provided,however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive StockOption granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of thevoting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5)years from the date of grant or such shorter term as may be provided in the Option Agreement.

9.                  Option Exercise Price and Consideration.

(a)                Exercise Price. The per share exercise price for the Shares to be issued upon exerciseof an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

(i)                  In the case of an Incentive Stock Option

(A)               granted to an Employee who, at the time of grant of such Option, owns stock representing morethan ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise priceshall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B)               granted to any other Employee, the per Share exercise price shall be no less than 100% ofthe Fair Market Value per Share on the date of grant.

(ii)                In the case of a Nonstatutory Stock Option

(A)               granted to a Service Provider who, at the time of grant of such Option, owns stock representingmore than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exerciseprice shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B)               granted to any other Service Provider, the per Share exercise price shall be no less than85% of the Fair Market Value per Share on the date of grant.

(iii)               Notwithstanding the foregoing, Options may be granted with a per Share exercise price otherthan as required above in accordance with and pursuant to a transaction described in Section 424 of the Code.

(b)                Forms of Consideration. The consideration to be paid for the Shares to be issued uponexercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an IncentiveStock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash,(2) check, (3) promissory note, (4) other Shares, provided Shares acquired directly from the Company (x) have been ownedby the Optionee, and not subject to a substantial risk of forfeiture, for more than six months on the date of surrender, and (y) havea Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shallbe exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connectionwith the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of considerationto accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

10.               Exercise of Option.

(a)                Procedure for Exercise; Rights as a Stockholder. Any Option granted hereundershall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator andset forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. Except in the case of Options grantedto officers and Directors, Options shall become exercisable at a rate of no less than 20% per year over five (5) years fromthe date the Options are granted.

An Option shallbe deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with the OptionAgreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which theOption is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permittedby the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or,if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by theappropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receivedividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option.The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be madefor a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13

of the Plan.

Exercise of an Optionin any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for saleunder the Option, by the number of Shares as to which the Option is exercised.

(b)                Termination of Relationship as a Service Provider. If an Optionee ceases to bea Service Provider, such Optionee may exercise his or her Option within thirty (30) days of termination, or such longer periodof time as specified in the Option Agreement, to the extent that the Option is vested on the date of termination (but in no eventlater than the expiration of the term of the Option as set forth in the Option Agreement). Unless the Administrator provides otherwise,if on the date of termination the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portionof the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the timespecified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c)                Disability of Optionee. If an Optionee ceases to be a Service Provider as a resultof the Optionee’s Disability, the Optionee may exercise his or her Option within six (6) months of termination, or such longerperiod of time as specified in the Option Agreement, to the extent the Option is vested on the date of termination (but in no eventlater than the expiration of the term of such Option as set forth in the Option Agreement). Unless the Administrator provides otherwise,if on the date of termination the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portionof the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the timespecified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d)                Death of Optionee. If an Optionee dies while a Service Provider, the Optionmay be exercised within six (6) months following Optionee’s death, or such longer period of time as specified in the OptionAgreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the termof such Option as set forth in the Option Agreement) by the Optionee’s designated beneficiary, provided such beneficiaryhas been designated prior to Optionee’s death in a form acceptable to the Administrator. If no such beneficiary has beendesignated by the Optionee, then such Option may be exercised by the personal representative of the Optionee’s estate orby the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descentand distribution. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by theunvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specifiedherein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e)                Leaves of Absence. 

(i)                  Unless the Administrator provides otherwise, vesting of Options granted hereunder to officersand Directors shall be suspended during any unpaid leave of absence. 

(ii)                A Service Provider shall not cease to be an Employee in the case of (A) any leave ofabsence approved by the Company or (B) transfers between locations of the Company or between the Company, its Parent, anySubsidiary, or any successor. 

(iii)               For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unlessreemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave ofabsence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave, any IncentiveStock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposesas a Nonstatutory Stock Option.

11.               Stock Purchase Rights.

(a)                Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to,or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determinesthat it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms,conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase,the price to be paid, and the time within which such person must accept such offer. The terms of the offer shall comply in allrespects with Section 260.140.42 of Title 10 of the California Code of Regulations. The offer shall be accepted by executionof a Restricted Stock Purchase Agreement in the form determined by the Administrator. 

(b)                Repurchase Option. Unless the Administrator determines otherwise, the Restricted StockPurchase Agreement shall grant the Company a repurchase option exercisable within 90 days of the voluntary or involuntary terminationof the purchaser’s service with the Company for any reason (including death or disability). Unless the Administrator providesotherwise, the purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the originalprice paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchaseoption shall lapse at such rate as the Administrator may determine. Except with respect to Shares purchased by officers and Directors,the repurchase option shall in no case lapse at a rate of less than 20% per year over five (5) years from the date of purchase.

(c)                Other Provisions. The Restricted Stock Purchase Agreement shall contain such otherterms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d)                Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchasershall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon therecords of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for whichthe record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13

of the Plan.

12.               Limited Transferability of Options and Stock Purchase Rights. Unless determinedotherwise by the Administrator, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred,or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetimeof the Optionee, only by the Optionee. If the Administrator in its sole discretion makes an Option or Stock Purchase Right transferable,such Option or Stock Purchase Right may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii)to family members (within the meaning of Rule 701 of the Securities Act) through gifts or domestic relations orders, as permittedby Rule 701 of the Securities Act. 

13.               Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a)                Adjustments. In the event that any dividend or other distribution (whetherin the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization,merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, orother change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminutionor enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion)adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares coveredby each outstanding Option or Stock Purchase Right; provided, however, that the Administrator shall make such adjustments to theextent required by Section 25102(o) of the California Corporations Code.

(b)                Dissolution or Liquidation. In the event of the proposed dissolution or liquidationof the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposedtransaction. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately priorto the consummation of such proposed action.

(c)                Merger or Change in Control. In the event of a merger of the Company with or into anothercorporation, or a Change in Control, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent optionsubstituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successorcorporation in a merger or Change in Control refuses to assume or substitute for the Option or Stock Purchase Right, then the Optioneeshall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, includingShares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested andexercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notifythe Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully exercisable for a period of timeas determined by the Administrator, and the Option or Stock Purchase Right shall terminate upon expiration of such period. Forthe purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or Changein Control, the option or right confers the right to purchase or receive, for each Share subject to the Option or Stock PurchaseRight immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property)received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction(and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstandingShares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock ofthe successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for theconsideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share subject to the Option or StockPurchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per shareconsideration received by holders of common stock in the merger or Change in Control.

14.               Time of Granting Options and Stock Purchase Rights. The date of grantof an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination grantingsuch Option or Stock Purchase Right, or such later date as is determined by the Administrator. Notice of the determination shallbe given to each Service Provider to whom an Option or Stock Purchase Right is so granted within a reasonable time after the dateof such grant.

15.               Amendment and Termination of the Plan.

(a)                Amendment and Termination. The Board may at any time amend, alter, suspend or terminatethe Plan.

(b)                Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendmentto the extent necessary and desirable to comply with Applicable Laws. 

(c)                Effect of Amendment or Termination. No amendment, alteration, suspensionor termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and theAdministrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall notaffect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under thePlan prior to the date of such termination.

16.               Conditions Upon Issuance of Shares.

(a)                Legal Compliance. Shares shall not be issued pursuant to the exercise of an Optionor Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Sharesshall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to suchcompliance.

(b)                Investment Representations. As a condition to the exercise of an Option or Stock PurchaseRight, the Administrator may require the person exercising such Option or Stock Purchase Right to represent and warrant at thetime of any such exercise that the Shares are being purchased only for investment and without any present intention to sell ordistribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

17.               Inability to Obtain Authority. The inability of the Company to obtain authority fromany regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawfulissuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sellsuch Shares as to which such requisite authority shall not have been obtained.

18.               Reservation of Shares. The Company, during the term of this Plan, shall atall times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19.               Stockholder Approval. The Plan shall be subject to approval by the stockholders ofthe Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in thedegree and manner required under Applicable Laws.

20.               Information to Optionees. The Company shall provide to each Optionee and to each individualwho acquires Shares pursuant to the Plan, not less frequently than annually during the period such Optionee has one or more Optionsor Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan, during the periodsuch individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such statementsto key employees whose duties in connection with the Company assure their access to equivalent information.