Common use of Shares Subject to the Plan Clause in Contracts

Shares Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum number of Shares that the Company may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO Awards.

Shares Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum number of Shares that the Company may issue for all Awards is 1,453,334 2,253,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO Awards.

Shares Subject to the Plan. (a) Subject to adjustment as provided in Section 8.5 herein, the provisions total number of Section 13 Share available for grant under the Plan shall be the sum of (x) 3,100,000, (y) the number of shares remaining available for issuance under Prior Plans, and (z) any Shares subject to awards currently outstanding under the Prior Plans which are terminated, cancelled, surrendered or forfeited and are re-issued at the discretion of the Committee under the Plan. The aggregate number of shares that may be delivered under the Plan with respect to ISOs is 3,100,000. Further, the maximum number of Shares that the Company with respect to which Awards may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards be granted to any Employee under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, Plan may not exceed 500,000 Shares per fiscal year of the Company. (b) The limits described in subsection (a) shall be subject to the adjustment described in Section 8.5. Shares issued pursuant to delivered under the Plan may be authorized but unissued Shares or reacquired Shares, or Shares that and the Company has reacquired or otherwise holds in treasury. may purchase Shares that are subject required for this purpose, from time to time, if it deems such purchase to be advisable. (c) If an Award that expires, terminates for any reason expireswhatever (including, is forfeitedwithout limitation, the surrender thereof), is cancelled, is forfeited or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) is settled in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 belowcash rather than Shares, the number of Shares that are available for ISO Awards shall be determined, to (by which the extent required under applicable tax laws, by reducing the aggregate number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant were reduced) with respect to such Awards)Award which expired, provided that any Shares that are either issued terminated, was cancelled, was forfeited or purchased under the Plan and forfeited back was settled in cash shall continue to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant future Awards granted under the Plan. (d) Any shares subject to an SAR that are not delivered to a Participant upon settlement of the SAR shall revert to and again be available for future ISO AwardsAwards granted under the Plan.

Shares Subject to the Plan. The maximum number of Shares that the Company may issue pursuant to all Awards is 13,000,000, including stock options previously granted under the 1998 Stock Option Plan. Subject to the provisions of Section 13 of the Planthis overall limitation on all Awards, the maximum number of Shares that the Company may issue for all pursuant to Awards in a form other than Options and SARS is 1,453,334 Shares, provided that 700,000. The foregoing limitations are subject to adjustment in accordance with Section 13 of the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. . For all Awards, the these Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting vesting, or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), ; provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO Awards.

Shares Subject to the Plan. Subject (a) The total number of Shares which may be issued pursuant to Awards under the Plan is 454,717. Such Shares may consist, in whole or in part, of authorized and unissued shares or treasury shares, as determined in the discretion of the Committee or the Board. (b) If any Award made under the Plan is forfeited, any Option (and the related Stock Appreciation Right, if any) or any Stock Appreciation Right not related to an Option terminates, expires or lapses without being exercised, or any Stock Appreciation Right is exercised for cash, the Shares subject to such Awards that are, as a result, not delivered to the provisions Eligible Person shall again be available for delivery in connection with Awards. If a Stock Appreciation Right is exercised, only the number of Section 13 Shares issued will be deemed delivered for purposes of the Plan, determining the maximum number of Shares that available for delivery under the Plan. If the Exercise Price of any Option is satisfied by delivering Shares to the Company may issue for all Awards is 1,453,334 Shares(by either actual delivery or by attestation), provided that only the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, number of Shares issued net of the Shares issued delivered or attested to shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, To the Committee may make future Awards with respect to extent any Shares that the Company retains from otherwise delivering pursuant subject to an Award either (i) as payment of the exercise price of are not delivered to an Award, or (ii) in order Eligible Person because such Shares are used to satisfy the an applicable tax withholding or employment taxes due upon the grantobligation, exercisesuch Shares shall again be available for delivery in connection with Awards; provided, vesting or distribution of an Award. Notwithstanding the foregoingfurther, but subject to adjustments pursuant to Section 13 below, the number of that only Shares that are used to satisfy an applicable tax withholding obligation upon exercise of an Option shall again be available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted delivery pursuant to Awards Incentive Options. (whether c) Shares available for issuance or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased reissuance under the Plan and forfeited back will be subject to the Plan, or surrendered adjustment as provided in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO AwardsSection 15 below.

Shares Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum number of Shares that the Company may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO Awards.. Commerce Energy Group, Inc. 2006 Stock Incentive Plan Page 2

Shares Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum number of Shares that the Company may issue for all Awards is 1,453,334 18,649,180 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. . For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting vesting, or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 belowbelow and to the extent required under applicable tax laws, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing equal the number of Shares designated in the preceding paragraph reduced by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, Plan or surrendered in payment of the Exercise Price exercise price for an Award shall be available for issuance pursuant to future ISO Awards.

Shares Subject to the Plan. (a) The Shares to be issued pursuant to the Awards under this Plan shall be authorized, but unissued Ordinary Shares. (b) Subject to adjustment upon changes in capitalization of the provisions Company as provided in Section 10 and the automatic increase set forth in Section 3(d), the maximum aggregate number of Section 13 Shares that may be subject to Awards and sold under the Plan shall be [ ], which equal to seven percent (7%) of the aggregate number of Ordinary Shares issued and outstanding immediately after the Closing (as defined in the Business Combination Agreement). (c) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company, such Shares shall become available for future grant under the Plan. To the extent not prohibited by the Applicable Law and the listing requirements of the applicable stock exchange or national market system on which the Ordinary Shares are traded, any Shares covered by an Award which are surrendered (i) in payment of the Award exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining the maximum number of Shares that the Company which may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares be issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent all Awards under the Plan. , unless otherwise determined by the Administrator. (d) In additionthe absence of an established market for the Shares, the Committee may make future Awards with respect Fair Market Value will be determined in good faith by the Administrator after taking into account such factors as the Administrator shall deem appropriate. (e) Subject to Shares that adjustment upon changes in capitalization of the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) provided in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below10, the number of Shares that are available for ISO Awards shall issuance under this 2023 Plan will be determinedincreased on the first day of each Fiscal Year beginning with the 2024 Fiscal Year, in an amount equal to lesser of (a) a number equal to six percent (6%) of the extent required under applicable tax laws, by reducing aggregate number of Ordinary Shares outstanding on the last day of the immediately preceding Fiscal Year and (b) such number of Shares designated in the preceding paragraph as is determined by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO AwardsAdministrator.

Shares Subject to the Plan. Subject (a) The total number of Shares which may be issued pursuant to Awards under the Plan is 525,000. Such Shares may consist, in whole or in part, of authorized and unissued shares or treasury shares, as determined in the discretion of the Committee or the Board. (b) If any Award made under the Plan is forfeited, any Option (and the related Stock Appreciation Right, if any) or any Stock Appreciation Right not related to an Option terminates, expires or lapses without being exercised, or any Stock Appreciation Right is exercised for cash, the Shares subject to such Awards that are, as a result, not delivered to the provisions Eligible Person shall again be available for delivery in connection with Awards. If a Stock Appreciation Right is exercised, only the number of Section 13 Shares issued will be deemed delivered for purposes of the Plan, determining the maximum number of Shares that available for delivery under the Plan. If the Exercise Price of any Option is satisfied by delivering Shares to the Company may issue for all Awards is 1,453,334 Shares(by either actual delivery or by attestation), provided that only the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, number of Shares issued net of the Shares issued delivered or attested to shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, To the Committee may make future Awards with respect to extent any Shares that the Company retains from otherwise delivering pursuant subject to an Award either (i) as payment of the exercise price of are not delivered to an Award, or (ii) in order Eligible Person because such Shares are used to satisfy the an applicable tax withholding or employment taxes due upon the grantobligation, exercisesuch Shares shall again be available for delivery in connection with Awards; provided, vesting or distribution of an Award. Notwithstanding the foregoingfurther, but subject to adjustments pursuant to Section 13 below, the number of that only Shares that are used to satisfy an applicable tax withholding obligation upon exercise of an Option shall again be available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted delivery pursuant to Awards Incentive Options. (whether c) Shares available for issuance or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased reissuance under the Plan and forfeited back will be subject to the Plan, or surrendered adjustment as provided in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO AwardsSection 15 below.

Shares Subject to the Plan. Subject to Except as otherwise required hereunder, -------------------------- the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that the Company may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares issued deliverable to Participants pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason shall not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing exceed the number of Shares designated in the preceding paragraph by the Adoption Agreement. Such Shares may either be authorized but unissued Shares or Shares held in treasury. The number and kind of Shares granted pursuant to Awards (whether shares which may be purchased or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, and the number and kind of shares subject to outstanding Incentive Awards, shall be equitably adjusted for any increase, decrease, change, or surrendered in payment exchange of Shares for a different number or kind of shares or other securities of the Exercise Price Company or another company which results from a merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares, or similar event in which the number or kind of shares is changed (including a transaction in which the Employer is not the surviving entity). In addition, the Committee shall have the discretionary authority to impose on the Shares subject to Incentive Awards such restrictions as the Committee may deem appropriate or desirable, including but not limited to a right of first refusal, or repurchase option, or both of these restrictions. If an Option should expire, become unexercisable or be forfeited for an any reason without having been exercised in full, or if a Restricted Stock Award should be forfeited for any reason, the Shares subject to such Options or Restricted Stock Award shall, unless the Plan shall have been terminated, be available for issuance pursuant to future ISO Awardsthe grant of additional Options or Restricted Share Awards under the Plan.

Shares Subject to the Plan. (a) Subject to the provisions of Sections 12 and paragraph (b) of this Section 13 3, the maximum aggregate number of Shares which may be subject to Awards under the PlanPlan is (i) the number of Shares authorized for issuance under the Prior Plans, in an amount equal to the sum of (A) the number of Shares that were not granted under options, restricted shares, restricted share units, share purchase rights or other awards (or any portions thereof) pursuant to Prior Plans, plus (B) the number of Shares that were granted under options, restricted shares, restricted share units, share purchase rights or other awards (or any portions thereof) pursuant to the Prior Plans that have terminated, expired, lapsed, become ab initio void or been cancelled for any reason without having been exercised in full or would have otherwise become available again for grant or award under such Prior Plans; plus (ii) on April 1, 2015 and each anniversary thereof, an additional amount equal to the lesser of (A) 200,000,000 Shares, and (B) such lesser number of Shares determined by the Board. Subject to Section 12 and paragraph (b) of this Section 3, the maximum number of Incentive Stock Options that may be granted is 200,000,000. (b) If an Award (or any portion thereof) terminates, expires, lapses, becomes ab initio void or is cancelled for any reason, any Shares that subject to the Company may issue Award (or such portion thereof) shall again be available for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares issued grant of an Award pursuant to the Plan may be authorized but unissued (unless the Plan has terminated). If any Award (in whole or in part) is settled in cash or other property in lieu of Shares, then the number of Shares subject to such Award (or such portion of an Award) shall again be available for grant pursuant to the Plan. However, Shares that have actually been issued under the Company has reacquired or otherwise holds in treasury. Shares that are subject Plan pursuant to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered Awards under the Plan shall again, except not be returned to the extent prohibited by Applicable Law, be Plan and shall not become available for subsequent Awards future distribution under the Plan. In addition, the Committee may make future Awards with respect to Shares except that the Company retains from otherwise delivering pursuant to an Award either if any (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Restricted Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO Awards.or

Shares Subject to the Plan. (a) Subject to the provisions of Section 13 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is [____________] Shares. In addition, Dividend Equivalent Rights shall be payable solely in cash and therefore the issuance of Dividend Equivalent Rights shall not be deemed to reduce the maximum aggregate number of Shares which may be issued under the Plan. SARs payable in Shares shall reduce the maximum aggregate number of Shares which may be issued under the Plan only by the net number of actual Shares issued to the Grantee upon exercise of the SAR. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Ordinary Shares. (b) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company at the lower of their original purchase price or their Fair Market Value at the time of repurchase, such Shares shall become available for future grant under the Plan. To the extent not prohibited by Section 422(b)(1) of the Code (and the corresponding regulations thereunder), the listing requirements of The New York Stock Exchange, The Nasdaq Global Market or other established stock exchange or national market system on which the Ordinary Shares are traded and Applicable Law, any Shares covered by an Award which are surrendered (i) in payment of the Award exercise or purchase price (including pursuant to the “net exercise” of an option pursuant to Section 7(b)(v)) or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining the maximum number of Shares that the Company which may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares be issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent all Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from unless otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph determined by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO AwardsAdministrator.