Exhibit 10.6


 


INTEC PHARMA LTD.


 


2005 SHARE OPTION PLAN


 


		1.	Purpose



 


The purpose of this Share Option
Plan is to secure for Intec Pharma Ltd. and its shareholders the benefits arising from ownership of share capital by employees,
officers, directors and consultants of the Company and its Affiliates (as defined below), who are expected to contribute to the
Company’s future growth and success.


 


		2.	Definitions



 


		2.1	Defined
                                         Terms



 


Initially capitalized terms, as used in this Plan,
shall have the meaning ascribed thereto as set forth below:


 


	“Administrator”	means the Board of Directors of the Company, or a committee or any other person or persons, to which the Board of Directors shall have delegated power to act on its behalf with respect to the Plan.
	 	 
	“Affiliate(s)”	means a present or future company that either (i) Controls Intec Pharma Ltd. or is Controlled by Intec Pharma Ltd.; or (ii) is Controlled by the same person or entity that Controls Intec Pharma Ltd..
	 	 
	“Allocate” or
    “Allocated”	with respect to Options, means the allocation of Options by the Company to the Trustee on behalf of a Participant.
	 	 
	“Cause”	means, when used in connection with the termination of a Participant's employment with, or service to the Company or an Affiliate, as a result of a basis for termination, including, but not limited to: dishonesty toward the Company or Affiliate, insubordination, substantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or Affiliate; or, any substantial breach by the Participant of (i) his or her employment or service agreement or (ii) any other obligations toward Company or Affiliate.
	 	 
	“Code”	means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.


 




    	 



    	 



    

 


	“Commencement Date”	means the date of commencement of the vesting schedule with respect to a Grant of Options which, unless otherwise determined by the Administrator, shall be the date on which such Grant of Options shall be Allocated.
	 	 
	“Company”	means Intec Pharma Ltd., a company incorporated under the laws of the State of Israel.
	 	 
	“Consultant”	means an Israeli resident who is not entitled to receive Options under Section 102, on behalf of whom an Option is Granted under Section 3i.
	 	 
	“Control” or “Controlled”	shall have the meaning ascribed thereto in Section 102.
	 	 
	“Disability”	means physical or mental impairment or sickness of a Participant, making it impossible for the Participant to continue such Participant’s employment with or service to the Company or Affiliate.
	 	 
	“Exercise Price”	means, the price determined by the Administrator in accordance with Section 7.1 below which is to be paid to the Company in order to exercise a Granted Option and convert such Option into an Underlying Share.
	 	 
	“Grant Letter”	means a letter from the Company or Affiliate to a Participant in which the Participant is notified of the decision to Grant to the Participant Options according to the terms of the Plan. The Grant Letter shall specify (i) the Tax Provision under which the Option is Granted; (ii) the Tax Track that the Company chose according to Section 11 of the Plan (if applicable); (iii) the Exercise Price; (iv) the number of Options Granted to the Participant; and (v) the vesting schedule.
	 	 
	“Grant of Options”	with respect to Options, means the grant of Options by the Company to a Participant pursuant to a Letter of Grant
	 	 
	“Holding Period”	means with regard to Options Granted under Section 102, the period in which the Allocated Options granted to a Participant or, upon exercise thereof the Underlying Shares, are to be held by the Trustee on behalf of the Participant, in accordance with Section 102, and pursuant to the Tax Track which the Company selects.
	 	 
	“Incentive Stock Options”	means Options Granted to Non-Israeli Participants, in accordance with the provisions of section 422 of the Code.


 




    	2



    	 



    

  


	“IPO”	means the initial public offering of shares of the Company and the listing of such shares for trading on any recognized stock exchange or over-the-counter or computerized securities trading system.
	 	 
	“Israeli Participant”	means an Israeli resident who is an employee, officer or director of the Company or any Affiliate (provided that such person does not Control the Company as such term is defined in the Tax Ordinance), on behalf of whom an Option is Granted pursuant to Section 102.
	 	 
	“Law”	means the laws of the State of Israel as are in effect from time to time and any US law applicable to Options Granted to Non-Israeli Participants.
	 	 
	“Merger Transaction”	(i) a sale of all or substantially all of the assets of the Company; or (ii) a sale (including an exchange) of all or substantially all of the shares of the capital stock of the Company; or (iii) a merger, consolidation or like transaction of the Company with or into another corporation.
	 	 
	“Notice of Exercise”	shall have the meaning set forth in Section 7.4 below.
	 	 
	“Option”	means an option to purchase one Share of the Company.
	 	 
	“Non-Israeli Participant”	means a non-Israeli resident, on behalf of whom an Option is Granted pursuant to the Code.
	 	 
	“Non-Qualified Israeli Participant”	means an Israeli resident  is not qualified to receive Options under the provisions of Section 102, on behalf of whom an Option is Granted pursuant to Section 3i.
	 	 
	“Participant”	means an Israeli Participant, or a Non-Qualified Israeli Participant, or a Non-Israeli Participant, or a Consultant.
	 	 
	“Plan” or “Option Plan”	means this Share Option Plan, as may be amended from time to time.
	 	 
	“Retirement”	means the termination of a Participant's employment as a result of his or her reaching the earlier of (i) the age of retirement as defined by Law; or (ii) the age of retirement specified in the Participant’s  employment agreement.
	 	 
	“Section 102”	means Section 102 of the Tax Ordinance.


 




    	3



    	 



    

 


	“Section 102 Rules”	means the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003.
	 	 
	“Section 3(i)” or “Section 3(i) Rules”	means section 3(i) of the Israeli Tax Ordinance and the applicable rules thereto or under applicable regulations.
	 	 
	“Share(s)”	means an ordinary share of the Company, having a par value of NIS 0.01.
	 	 
	“Subsidiary”	means a subsidiary of the Company as defined in the Code.
	 	 
	“Tax Ordinance”	means the Israeli Income Tax Ordinance [New Version], 1961, as amended, and any regulations, rules, orders or procedures promulgated thereunder.
	 	 
	“Tax Track”	means one of the three tax tracks described under Section 102, specifically: (1) the “Capital Gains Track Through a Trustee”; (2) “Income Tax Track Through a Trustee”; or (3) the “Income Tax Track Without a Trustee”; each as defined in Sections 11.1-11.2 of this Plan, respectively.
	 	 
	“Tax Provision”	means, with respect to the Grant of Options,  the provisions of one of the three Tax Tracks in Section 102, or the provisions of 3i, or the provisions of the Code.
	 	 
	“Term of the Options”	means, with respect to Granted but
    unexercised Options, the time period set forth in Section 9 below.
	 	 
	“Trustee”	means a Trustee appointed by the Company to hold in trust, Allocated Options and the Underlying Shares issued upon exercise of such Options, on behalf of Participants.
	 	 
	“Underlying Shares”	means Shares issued or to be issued upon exercise of Granted Options all in accordance with the Plan.


 


		2.2	General



 


Without derogating from the
meanings ascribed to the capitalized terms above, all singular references in this Plan shall include the plural and vice versa,
and reference to one gender shall include the other, unless otherwise required by the context.


 


		3.	Shares
                                         Available For Options



 


The total number of Underlying
Shares reserved for issuance under the Plan and any modification thereof, shall be determined from time to time by the Board of
Directors of the Company. Such number of Shares shall be subject to adjustment as required for the implementation of the provisions
of the Plan, in accordance with Section 4 below.


 




    	4



    	 



    

 


In the event that Options Allocated
under the Plan expire or otherwise terminate in accordance with the provisions of the Plan, such expired or terminated Options
shall become available for future Grants and Allocations under the Plan.


 


		4.	Adjustments



 


In the event that any dividend
or other distribution (whether in 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, or other change in the corporate structure of the Company affecting the Shares occurs, the
Administrator, in order to prevent diminution or 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 covered by each outstanding Option or Share Purchase Right. Upon the occurrence of any such
adjustment, references in this Plan to Shares and Underlying Shares shall be construed to mean the Shares of the Company subject
to the Plan as so determined by the Administrator, following such adjustment.


 


If the Change in Capitalization
is the distribution of a cash dividend, the Company shall transfer to the Trustee the amount of dividend resulting from the Underlying
Shares held by the Trustee for the benefit of Participants in accordance with the provisions of this Plan. The Trustee shall deduct
all applicable taxes from the dividend amount and transfer the remaining dividend amount to such Participants.


 


		5.	Administration
                                         Of The Plan



 


		5.1	Power



 


Subject to the Law, the Articles
of Association of the Company, and any resolution to the contrary by the Company’s Board of Directors, the Administrator
is authorized, in its sole and absolute discretion, to exercise all powers and authorities either specifically granted to it under
the Plan or necessary or advisable in the administration of the Plan; including, without limitation,


 


		(A)	to determine:



 


		(i)	the Participants in the Plan, and the number of Options to be Granted for each Participant’s benefit
(subject to the approval of the Board of Directors if such approval
is required by Law);



 


		(ii)	the time or times at which Options shall be Granted;



 


		(iii)	the Exercise Price for any Granted Option;



 




    	5



    	 



    

  


		(iv)	whether, to what extent, and under what circumstances an Option may be settled, canceled, forfeited,
exchanged, or surrendered;



 


		(v)	any terms and conditions in addition to those specified in the Plan under which an Option may
                                                                                                          be Granted; and



 


		(vi)	any measures, and to take actions, as deemed necessary or advisable for the administration and implementation
of the Plan.



 


		(B)	to interpret the provisions of the Plan and to take all
actions resulting therefrom including without limitation;



 


		(i)	subject to Section 7, to accelerate the date on which any Allocated Option under the
Plan becomes exercisable;



 


		(ii)	to waive or amend Plan provisions relating to exercise of Options, including
exercise of Options after termination of employment, for any reason; and



 


		(iii)	to amend any of the terms of the Plan, or any prior determinations
of the Administrator;



 


		5.2	Limitations



 


Notwithstanding the provisions of Section 5.1 above, no interpretations,
determinations or actions of the Administrator shall contradict the provisions of applicable Law.


 


		6.	Grant
                                         And Allocation Of Options



 


		6.1	Conditions
                                         For Grant Of Options



 


Options may be Granted at any time after:


 


		(A)	the grant has been approved by the necessary corporate
bodies of the Company; and



 


		(B)	all other approvals, consents or requirements necessary
by Law have been received or met.



 


		6.2	Conditions
                                         For Allocation Of Options



 


Options may be Allocated at any time after:


 


		(A)	the Plan has been approved by the necessary corporate bodies
of the Company; and



 


		(B)	30 days after a request for approval of the Plan has been
submitted for approval to the Israeli Income Tax Authorities pursuant to the requirements of the Tax Ordinance; and



 




    	6



    	 



    

  


		(C)	all other approvals, consents or requirements necessary
by Law have been received or met.



 


		6.3	Date
                                         Of Grant Or Allocation



 


		(a)	The date on which Options shall be deemed Granted under the Plan shall be the date on which the
Company shall notify the Participant in a Grant Letter that such Options have been Granted to the Participant (“Date of Grant”).



 


		(b)	The date on which Options shall be deemed Allocated under
the Plan shall be the date on which the Company shall notify the Trustee that such Options have been Allocated in the name of
the Trustee on behalf of a Participant (“Date of Allocation”).



 


		7.	Exercise
                                         Of Options



 


		7.1	Exercise
                                         Price



 


The Exercise Price per Underlying
Share deliverable upon the exercise of an Option shall be determined by the Administrator. The Exercise Price shall be set forth
in the Grant Letter.


 


Notwithstanding the above, the
exercise price of an Incentive Stock Options Granted to a Non-Israeli Participant shall not be less than 100% of the Fair Market
Value of the Share as defined bellow. If an Incentive Stock Option is Granted to a Non-Israeli Participant owning more that
ten percent of the shares of the Company or of a Subsidiary, or possessing at the time of the Grant more than ten percent of the
total combined voting power of all classes of shares of the Company (or of its Subsidiary), then the Exercise Price shall be no
less then 110% of the Fair Market Value of the Share at the time of Grant.


 


Notwithstanding the foregoing, Incentive Stock Options
may be Granted with an Exercise Price other than as required above, pursuant to a Merger Transaction.


 


“Fair Market Value”
means, as of any date, the value of the Shares determined as follows:


 


		(1)	if the Shares are listed on any established stock exchange or a national market system, including without limitation the NASDAQ
National Market System, or the NASDAQ SmallCap Market of the NASDAQ Stock Market, the Fair Market Value shall be the closing sales
price for such shares (or the closing bid, if no sales were reported), as quoted on such exchange or system for the last market
trading day prior to time of determination, as reported in the Wall Street Journal, or according to any other source the Administrator
deems reliable;



			



	 	 	 
		(2)	if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
shall be the average between the high bid and low asked prices for the Shares on the last market trading day prior to the day of
determination; or



 




    	7



    	 



    

  


		(3)	in the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by
the Administrator.



 


		7.2	Vesting
                                         Schedule



 


Unless otherwise determined
by the Administrator, all Options Granted on a certain date shall, subject to continued employment with or service to the Company
or Affiliate by the Participant, become vested and exercisable in accordance with the vesting schedule specified in the Grant Letter.


 


		7.3	Minimum
                                         Exercise



 


An Option may not be exercised for fractional shares
or for less than twenty five (25) Shares.


 


The exercise of a portion of
the Options Granted shall not cause the expiration, termination or cancellation of the remaining unexercised Options held by the
Trustee on behalf of the Participant.


 


		7.4	Manner
                                         Of Exercise



 


An Option may be exercised by and upon the fulfillment
of the following:


 


		(A)	Notice of Exercise



 


The signing by the Participant, and delivery to both
the Company (at its principal office) and the Trustee (if the Options are held by a Trustee), of an exercise notice form as prescribed
by the Administrator, including but not limited to: (i) the identity of the Participant, (ii) the number of Options to be exercised,
and (iii) the Exercise Price to be paid (the “Notice of Exercise”).


 


		(B)	Exercise Price



 


The payment by the Participant to the Company, in
such manner as shall be determined by the Administrator, of the Exercise Price with respect to all the Options exercised, as set
forth in the Notice of Exercise.


 


		(C)	Allocation of Shares



 


Upon the delivery of a duly signed Notice of Exercise
and the payment to the Company of the Exercise Price with respect to all the Options specified therein, the Company shall issue
the Underlying Shares to the Trustee (according to the applicable Holding Period) or to the Participant, as the case may be.


 




    	8



    	 



    




		(D)	Expenses



 


			All costs and expenses including broker fees and bank commissions, derived from the exercise of Options or Underlying
Shares, shall be borne solely on the Participant.



 


		8.	Waiver
                                         Of Option Rights



 


At any time prior to the expiration of any Granted
(but unexercised) Option, a Participant may waive his rights to such Option by a written notice to the Company's principal office.
Such notice shall specify the number of Options Granted, which the Participant waives, and shall be signed by the Participant.


 


Upon receipt by the Company of a notice of waiver of such rights, such Options shall expire and shall become available for future
Grants and Allocations under the Plan.


 


		9.	Term
                                         Of The Options



 


Unless earlier terminated pursuant to the provisions
of this Plan, all Granted but unexercised Options shall expire and cease to be exercisable at 5:00 p.m. Israel time on the 10th
anniversary of the Commencement Date of such Options.


 


		10.	Termination
                                         Of Employment



 


		10.1	Termination
                                         Of Employment



 


If a Participant ceases to be an employee, director,
officer or Consultant of the Company or Affiliate for any reason (“Termination of Employment”) other than death, Retirement,
Disability or Cause, then any vested but unexercised Options on the date of Termination of Employment (as shall be determined by
the Company or Affiliate, in its sole discretion), Allocated on the Participant’s behalf (“Exercisable Options”)
may be exercised, if not previously expired, not later than the earlier of (i) 90 days after the date of Termination of Employment;
or (ii) the Term of the Options.


 


All other Granted Options for the benefit of Participant
shall expire upon the date of Termination of Employment.


 


		10.2	Termination
                                         For Cause



 


In the event of Termination of Employment of a Participant
for Cause, the Participant's right to exercise any unexercised Options, Granted to such Participant, whether vested or not on the
date of Termination of Employment, shall cease as of such date of Termination of Employment, and the Options shall thereupon expire.


 


If subsequent to the Participant's Termination of
Employment, but prior to the exercise of Options Granted to such Participant, the Administrator determines that either prior or
subsequent to the Participant's Termination of Employment, the Participant engaged in conduct which would constitute Cause, then
the Participant’s right to exercise the Options Granted to such Participant shall immediately cease upon such determination
and the Options shall thereupon expire.


 




    	9



    	 



    

  


The determination by the Administrator as to the
occurrence of Cause shall be final and conclusive for all purposes of this Plan.


 


		10.3	Termination
                                         By Reason Of Death, Retirement, Or Disability



 


In the event of Termination
of Employment of a Participant by reason of death, Retirement, or Disability, any vested but unexercised Options shall be exercisable
in the case of death, by his or her estate, personal representative or beneficiary, or in the case of Retirement or Disability,
by the Participant or his or her personal representative (as the case may be), until the earlier of (i) 12 months after the date
of Termination of Employment; or (ii) the Term of the Options.


 


All other Granted Options for the benefit of Participant
shall expire upon the date of Termination of Employment.


 


		10.4	Exceptions



 


In special circumstances, pertaining
to the Termination of Employment of a certain Participant, the Administrator may in its discretion decide to extend any of the
periods stated above in Sections 10.1-10.3.


 


		10.5	Transfer
                                         Of Employment Or Service



 


Subject to the receipt of appropriate
approvals from the Israeli Tax Authorities, if applicable, a Participant’s right to Options or the exercise thereof that
were Granted to him or her under this Plan, shall not be terminated or expire solely as a result of the fact that the Participant’s
employment or service as an employee, officer, director or Consultant changes from the Company to an Affiliate or vice versa.


 


		11.	Options
                                         And Tax Provisions



 


All Options under this Plan shall be Granted in accordance
with one of the Tax Provisions as follows:


 


		·	The Company may Grant Options to Israeli Participants in accordance
with the provisions of Section 102 and the Rules.



	 	 	 
		·	The Company may Grant Options to Non-Qualified Israeli Participants
in accordance with the provisions of Section 3(i).



	 	 	 
		·	The Company may Grant Stock Incentive Options to Non-Israeli Participants
under the Provisions of the Section 422 of the Code.



 


		11.1	Tax
                                         Provision Selection



 


The Company shall
elect under which Tax Provision each Option is Granted in accordance with any applicable Law and its sole discretion –
i.e. the Company shall elect if to Grant Options to Participants under one of the three Section 102 Tax Tracks, or under
the provisions of 3i, or under the provisions of the Code. The Company shall notify each Participant in the Grant Letter,
under which Tax Provision the Options are Granted and, if applicable, under which Section 102 Tax Track, each Option
is Granted.


 




    	10



    	 



    

  


		11.2	Section
                                         102 Trustee Tax Tracks



 


If the Company elects to Grant
Options to Israeli Participants through (i) the Capital Gains Track Through a Trustee, or (ii) the Income Tax Track Through a Trustee,
then, in accordance with the requirements of Section 102, the Company shall appoint a Trustee who will hold in trust on behalf
of each Israeli Participant the Allocated Options and the Underlying Shares issued upon exercise of such Options in trust on behalf
of each Israeli Participant.


 


The Holding Period for the Options will be as follows:


 


		(A)	The Capital Gains Tax Track Through a Trustee – if the Company elects to Allocate the Options according to
                                                                                  the provisions of this track, then the Holding Period will be: (1) until 1.1.2006 24 months from the end of the tax year in
                                                                                  which the Options were Allocated to the Trustee on behalf of the Israeli Participant; or (2) 24 months from the date of
                                                                                  Allocation; or (3) such period as may be legislated by any amendment of Section 102.



 


		(B)	Income Tax Track Through a Trustee – if the Company elects to Allocate Options
                                                                                  according to the provisions of this track, then the Holding Period will be (1) until 1.1.2006 12 months from the end of the
                                                                                  tax year in which the Options were Allocated to the Trustee on behalf of the Israeli Participant; or (2) 12 months from the
                                                                                  date of Allocation; or (3) such period as may be legislated by any amendment of Section 102.



 


Subject to Section 102 and
the Rules, Israeli Participants shall not be able to receive from the Trustee, nor shall they be able to sell or dispose of Underlying
Shares before the end of the applicable Holding Period. If a Participant sells or removes the Underlying Shares form the Trustee
before the end of the applicable Holding Period (“Breach”), the Participant shall pay all applicable taxes imposed
on such Breach by Section 7 of the Rules.


 


In the event of a distribution of rights, including
an issuance of bonus shares, in connection with Options originally Allocated (the "Additional Rights"), all such Additional
Rights shall be Allocated and/or issued to the Trustee for the benefit of Israeli Participants, and shall be held by the Trustee
for the remainder of the Holding Period applicable to the Options originally Allocated. Such Additional Rights shall be treated
in accordance with the provisions of the applicable Tax Track.


 


		11.3	Income
                                         Tax Track Without A Trustee



 


If the Company elects to Allocate Options to Israeli
Participants according to the provisions of this track, then the Options will not be subject to a Holding Period. However, upon
exercise of Options under this Tax Track, the Trustee shall hold such Underlying Shares for the benefit of the Israeli Participant
in accordance with the provisions of Section 15 of this Plan.


 




    	11



    	 



    

 


		11.4	Concurrent
                                         Conditions



 


The Holding Period of Section
102, if any, is in addition to the vesting period as specified in Section 7.2 of the Plan. The Holding Period and vesting period
may run concurrently, but neither is a substitute for the other, and each are independent terms and conditions for Options Granted.


 


		11.5	Trust
                                         Agreement



 


The terms and conditions applicable
to the trust relating to the Tax Track selected by the Company, as appropriate, shall be set forth in an agreement signed by the
Company and the Trustee (the “Trust Agreement”).


 


		11.6	Incentive
                                         Stock Options



 


If the Option Granted is
an Incentive Stock Option, and if the Non-Israeli Participant sells or otherwise disposes of any of the Underlying Shares on
or before the later of (i) the end of two years following the Date of Grant; and (ii) the end of one year following the
transfer of such Underlying Shares to the Non-Israeli Participant upon exercise of the Option (“the Code Holding
Period”), then the Non-Israeli Participant shall immediately notify the Company of such disposition of the Underlying
Shares.


 


Any disposition of the Underlying
Shares before the end of the Code Holding Period, may impose income tax withholding liabilities on the Company or Subsidiary as
the case may be, and may impose other tax liabilities on the compensation income recognized from the such disposition.


 


		12.	Term
                                         Of Shares Held In Trust



 


No Underlying Shares or Additional
Rights issued by the Company to the Trustee, shall be held by the Trustee on behalf of the Israeli Participant for a period longer
than ten (10) years after the end of the Term of the Options. The Administrator shall instruct the Trustee as to the transfer of
these Shares.


 


		13.	Rights
                                         As A Shareholder



 


Unless otherwise specified
in the Plan, a Participant shall not have any rights as a shareholder with respect to Shares issued under this Plan, until such
time as the Shares shall be registered in the name of the Participant in the Company’s register of shareholders.


 


		14.	No
                                         Special Employment Rights



 


Nothing contained in this Plan
shall confer upon any Participant any right with respect to the continuation of employment by or service to the Company or Affiliate
or to interfere in any way with the right of the Company or Affiliate, to terminate such employment or service or to increase or
decrease the compensation of the Israeli Participant.


 




    	12



    	 



    

  


		15.	Restrictions
                                         On Sale Of Options And Shares



 


		15.1	Options



 


Options may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent.


 


		15.2	Shares



 


Unless otherwise
determined by the Administrator, prior to the Company’s IPO, the Shares may not be sold assigned, transferred, pledged,
hypothecated or otherwise disposed of, except as stated below in this Section 15. Unless otherwise determined by the
Administrator, any Underlying Shares issued upon exercise of Options, Granted under any of the tax tracks detailed in Section
11 above, will be held by the Trustee until the earlier to occur of a Merger, as detailed in Section 15.3 below, or an
IPO.


 


		15.3	Mergers



 


In the event of a Merger Transaction,
then, subject to obtaining the applicable approvals of the Israeli Tax Authorities, the Board of Directors in its sole discretion,
shall decide:


 


		(A)	if and how unvested Options shall be canceled, replaced
or accelerated;



 


		(B)	if and how vested Options (including Options with respect
to which the vesting period has been accelerated according to Section 15.3.(a) shall be exercised, replaced and/or sold by the
Trustee or the Company (as the case may be) on the behalf of Israeli Participants; and



 


		(C)	how Underlying Shares issued upon exercise of the Options
and held by the Trustee on behalf of Israeli Participants shall be replaced and/or sold by the Trustee on behalf of the Israeli
Participant.



 


		15.4	Acceleration
                                         Provision



 


The Administrator, in its sole
discretion, may decide to add a provision in certain Grant Letters, according to which in case of a Merger, all or some of the
unvested Options, shall automatically accelerate.


 


		15.5	Lock
                                         Up



 


Notwithstanding the Holding Period, following the
Company’s IPO, at the request of the underwriter, the Administrator may determine that the Underlying Shares issued pursuant
to the exercise of Options may be subject to a lock-up period of up to180 days, or such longer period of time as may be recommended
by the Company’s Board of Directors, during which time Participants shall not be allowed to sell Shares.


 




    	13



    	 



    

  


		16.	Voting



 


Until consummation of the Company’s
IPO, Shares issued to a Participant or to the Trustee for the benefit of a Participant, shall be voted by an irrevocable proxy
assigned to the CFO of the Company, who has been appointed by the Company’s Board of Directors as a representative (the “Representative”).


 


		(A)	The Company’s Board of Directors may, at its discretion,
replace the Representative from time to time.



 


		(B)	Shares subject to proxy shall be voted by the Representative
on any issue or resolution brought before the shareholders of the Company in accordance with instructions of the Board of Directors
of the Company.



 


		(C)	Each Participant, upon execution of the irrevocable proxy
specified above, undertakes to hold the Representative harmless from any and all claims related or connected to said proxy.



 


		(D)	The Representative shall be indemnified and held harmless
by the Company against any cost or expense (including attorneys’ fees) reasonably incurred by the Representative, or any
liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission
to act in connection with the voting of the Shares subject to proxy, unless arising out of the Representative’s own fraud
or gross negligence, to the extent permitted by applicable law. In the event the Representative shall have indemnification by
virtue of other functions or services he or she performs for the Company or Affiliate (whether by agreement, insurance policy
or decision of the appropriate corporate body(ies) of the Company and/or Affiliate) , this indemnification shall be in addition
to any such other indemnification.



 


		17.	Tax
                                         Matters



 


This Plan shall be governed
by, and shall conform with and be interpreted so as to comply with, the requirements of the Ordinance and the Code, as applicable
and any written approval from any relevant Tax Authorities. All tax consequences under any applicable law (other than stamp duty)
which may arise from the Grant or Allocation of Options, from the exercise thereof or from the holding or sale of Underlying Shares
(or other securities issued under the Plan) by or on behalf of the Participant, shall be borne solely by the Participant. The Participant
shall indemnify the Company and/or Affiliate, as the case may be, and hold them harmless, against and from any liability for any
such tax or any penalty, interest or indexing.


 


If the Company elects to Allocate
Options according to the provisions of the Income Tax Track Without a Trustee (Section 11.3 of this Plan), and if prior to the
exercise of any and/or all of these Options, such Israeli Participant ceases to be an employee, director, or officer of the Company
or Affiliate, the Israeli Participant shall deposit with the Company a guarantee or other security as required by law, in order
to ensure the payment of applicable taxes upon the Exercise of such Options.


 



    	14



    	 



    

 


		18.	Withholding
                                         Taxes



 


Whenever an amount with respect
to withholding tax relating to Options Granted to a Participant and/or Underlying Shares issued upon the exercise thereof is due
from the Participant and/or the Company and/or an Affiliate, the Company and/or an Affiliate shall have the right to demand from
a Participant such amount sufficient to satisfy any applicable withholding tax requirements related thereto, and whenever Shares
or any other non-cash assets are to be delivered pursuant to the exercise of an Option, or transferred thereafter, the Company
and/or an Affiliate shall have the right to require the Participant to remit to the Company and/or to the Affiliate, or to the
Trustee an amount in cash sufficient to satisfy any applicable withholding tax requirements related thereto. If such amount is
not timely remitted, the Company and/or the Affiliate shall have the right to withhold or set-off (subject to Law) such Shares
or any other non-cash assets pending payment by the Participant of such amounts.


 


With regard to Options Granted
to Israeli Participants - until all taxes have been paid in accordance with Rule 7 of the Section 102 Rules, Options and/or Underlying
Shares may not be sold, transferred, assigned, pledged, encumbered, or otherwise willfully hypothecated or disposed of, and no
power of attorney or deed of transfer, whether for immediate or future use may be validly given. Notwithstanding the foregoing,
the Options and/or Underlying Shares may be validly transferred in accordance with Section 20 below, provided that the transferee
thereof shall be subject to the provisions of Section 102 and the Section 102 Rules as would have been applicable to the deceased
Israeli Participant were he or she to have survived.


 


		19.	No
                                         Transfer Of Options



 


The Trustee shall not transfer Options to any third
party, including a Participant, except in accordance with instructions received from the Administrator.


 


		20.	Transfer
                                         Of Rights Upon Death



 


No transfer of any right to
an Option or Underlying Share issued upon the exercise thereof by will or by the laws of descent shall be effective to bind the
Company unless the Company shall have been furnished with the following signed and notarized documents:


 


		(A)	A written request for such transfer and a copy of the legal
documents creating and confirming the right of the person acting with respect to the Participant’s estate and of the transferee;



 


		(B)	A written consent by the transferee to pay any amounts
in connection with the Options and Underlying Shares any payment due according to the provisions of the Plan and otherwise abide
by all the terms of the Plan; and (C) any such other evidence as the Administrator may deem necessary to establish the right to
the transfer of the Option or Underlying Share issued upon the exercise thereof and the validity of the transfer.



 




    	15



    	 



    

 


 


	 	(C)	any such other evidence as the Administrator may deem necessary to establish the right to
the transfer of the Option or Underlying Share issued upon the exercise thereof and the validity of the transfer.






 


		21.	No
                                         Right Of Others To Options



 


Subject to the provisions of the Plan, no person
other than the Participant shall have any right with respect to Options Granted to the Participant’s under the Plan.


 


		22.	Expenses
                                         And Receipts



 


The expenses incurred in connection
with the administration and implementation of the Plan (including any applicable stamp duty) shall be borne by the Company. Any
proceeds received by the Company in connection with the exercise of any Option may be used for general corporate purposes.


 


		23.	Required
                                         Approvals



 


The Plan is subject to the receipt of all approvals
required under the Ordinance, the Code and the Law.


 


		24.	Applicable
                                         Law



 


This Plan and all documents
delivered or executed by the Company or Affiliate in connection herewith shall be governed by, and construed and administered in
accordance with the Law.


 


		25.	Treatment
                                         Of Participants



 


There is no obligation for uniformity of treatment
of Participants.


 


		26.	No
                                         Conflicts



 


In the event of any conflict
between the terms of the Plan and the Grant Letter, the Plan shall prevail, unless the Grant Letter stated specifically that the
conflicting provision in the Grant Letter shall prevail.


 


		27.	Participant
                                         Undertakings



 


By entering into this Plan,
the Participant shall (1) agree and acknowledge that he or she have received and read the Plan and the Grant Letter; (2) undertake
all the provisions set forth in: the Code, Section 3i, or Section 102 (including provisions regarding the applicable Tax Track
that the Company has selected) as applicable, the Plan, the Grant Letter and the Trust Agreement (if applicable); and (3) if the
Options are Granted under Section 102, the Israeli Participant shall undertake that subject to the provisions of Section 102 and
the Rules, he or she shall not to sell or release the Underlying Shares from trust before the end of the Holding Period (if any).


 




    	16