Exhibit 10.11


EVIATION AIRCRAFT
LTD.


2016 EQUITY INCENTIVE
PLAN


		1.	Purpose: The purpose of this 2016 Equity Incentive Plan is to provide
an additional incentive to Employees, officers, Directors, Consultants and certain other Service Providers of the Company (as defined
below) and any Affiliate of the Company (as defined below) to further the growth, development and financial success of the Company
by providing them with opportunities to purchase or be issued Shares (as defined below) of the Company pursuant to this 2016 Equity
Incentive Plan and to promote the success of the Company’s business.



		2.	Definitions: For the purposes of this Plan, the following terms shall
have the meaning ascribed thereto below:



		a)	“Additional Rights” means any distribution of rights,
including an issuance of bonus shares and stock dividends (but excluding cash dividends), in connection with Section 102 Trustee
Awards (as defined below) and/or any underlying Shares issued in connection therewith.



		b)	“Affiliate(s)” means a present or future company that
either (i) controls the Company or is controlled by the Company; or (ii) is controlled by the same person or entity that controls
the Company, provided that for the purpose of grants made under Section 102, such company is an “employing company”
within the meaning of Section 102(a) of the Tax Ordinance (as defined below).



		c)	“Award” means an Option, a Restricted Share or RSUs.



		d)	“Award Agreement” means a written or electronic agreement
between the Company and the Participant evidencing the terms and conditions restrictions and/or limitations applicable to an individual
grant of Award. The Award Agreement is subject to the terms and conditions of the Plan and the Committee’s exercise of its
administrative powers.



		e)	“Board” means the Board of Directors of the Company.



		f)	“Cause” means any of the following: (i) a serious breach
of trust, including but not limited to, theft, embezzlement, self-dealing, and/or breach of fiduciary duties; (ii) the Participant
(as defined below) has committed any flagrant criminal offense; (iii) a material breach by the Participant of any agreement between
the Participant and the Company and/or any Affiliate, which has not been remedied within thirty (30) days after the Participant
has received a written demand for performance from the Committee (as defined below); or (iv) any other circumstance justifying
termination or dismissal without severance payment according to Israeli law.



		g)	“Committee” means a committee of Directors (as defined
below) to which the Board may delegate power to act under or pursuant to the provisions of the Plan. Until such delegation (if
any), the Committee will consist of the entire Board.




     


     

    
 


		h)	“Company”
means EVIATION AIRCRAFT LTD., a company incorporated under the laws of the State of Israel.



		i)	“Companies Law” means the Israeli Companies Law 5759-1999,
as amended.



		j)	“Consultant” means any person or entity that is engaged
by the Company or any Affiliate of the Company to render consulting or advisory services to such entity.



		k)	“Controlling Shareholder” has the meaning ascribed to
it in Section 32(i) of the Tax Ordinance.



		l)	“Corporate Transaction” means the consummation of any
of the following transactions or series of related transactions to which the Company is a party:



		i)	A merger, acquisition, reorganization or consolidation in which the Company
is not the surviving entity (or survives only as a subsidiary of another entity whose shareowners
did not own all or substantially all of the shares in substantially the same proportions as immediately prior to such transaction),
except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated;



		ii)	The sale, transfer, exchange or other disposition of all or substantially
all of the shares or assets of the Company (including, intellectual property rights which, in the aggregate, constitute substantially
all of the Company’s material assets), in a transaction not covered by the exception to clause (i) above.



		m)	“Director” means a member of the Board of Directors of
the Company.



		n)	“Disability” means a complete and permanent inability,
due to illness or injury, to perform the duties of the Participant’s engagement at such time when the disability commenced,
as determined by the Committee based on medical evidence acceptable to it.



		o)	“Dividend Equivalent Right” shall mean the right to receive
an amount equal to the amount of any dividend paid with respect to a Share multiplied by the number of Shares underlying a Restricted
Stock Unit, and which shall be payable in cash, in Common Stock, in the form of Restricted Stock Units, or a combination of any
or all of the foregoing



		p)	“Employee” means any person, including officers and Directors,
employed by the Company or any Affiliate of the Company. A person employed by the Company or any Affiliate of the Company shall
not cease to be an Employee for the purposes of the Plan in the case of (i) any leave of absence approved by the Company, or (ii)
transfer between locations of the Company, or (iii) transfer of employment between the Company and any Affiliate or any successor
thereto. With regard to Section 102 Trustee Awards and Section 102 Non-Trustee Awards (as defined below), “Employee”
includes Directors and office holders (“Nosei Misra” as such term is defined in the Israeli Companies Law),
and excludes any person who is a Controlling Shareholder prior to and/or after the issuance of the Shares underlying the Awards.



		q)	“Exercise Price” means the price per Share determined
by the Committee in accordance with Section 11 below, which is to be paid to the Company in order to exercise an Option and purchase
the Share(s) covered thereby.



		r)	“Expiration Date” of an Award means the earlier of: (i)
the lapse of ten (10) years from the date such Award was granted; or (ii) the expiration date set forth in the Award Agreement.




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		s)	“Fair Market Value” means, as of any date, the value
of a Share determined as follows:



		i)	If the Shares are admitted to trading on any established stock exchange
or a national market system, including without limitation the Nasdaq National Market or the Nasdaq Small Cap Market of the Nasdaq
Stock Market, the Fair Market Value shall be the closing sale price of a Share on the principal exchange on which Shares are then
trading (or as reported on any composite index which includes such principal exchange), on the trading day immediately preceding
such date, or if Shares were not traded on such date, then on the next preceding date of which a trade occurred, as reported in
The Wall Street Journal or such other source as the Committee deems reliable;



		ii)	If the Shares are not traded on an exchange, but are admitted to quotation
on the Nasdaq or other comparable quotation system, the Fair Market Value shall be the mean between closing representative bid
and asked prices for the Shares on the trading day immediately preceding such date or, if no bid and ask prices were reported on
such date, then on the last date preceding such date on which both bid and ask prices were reported, all as reported by Nasdaq
or such other comparable quotation system; or



		iii)	If the Shares are not publicly traded on an exchange and not quoted on Nasdaq
or a comparable quotation system, the Fair Market Value shall be determined in good faith by the Committee.



		iv)	Without derogating from the foregoing and solely for the purpose of determining
the tax liability, in the case of Capital Gain Option Through a Trustee (as defined below), the Fair Market Value of a Share at
grant shall be determined in accordance with the provisions of Section 102(b)(3) of the Tax Ordinance as further detailed in Section
20(b) below.



		t)	“PO” means a public offering of the Shares of the Company
pursuant to an effective registration statement under the United States Securities Act of 1933, as amended or the Israeli Securities
Law, 5728-1968, as amended or equivalent law of another jurisdiction.



		u)	“Lock-up Period” means the period during which the Section
102 Trustee Awards granted to a Participant or the underlying Shares as well as any Additional Rights distributed in connection
therewith are to be held by the Trustee (as defined below) on behalf of the Participant, in accordance with Section 102 (as defined
below) and pursuant to the tax route which the Company elects.



		v)	“Notice of Exercise” has the meaning ascribed to it in
Section 12(d) below.



		w)	“Option(s)” means a right to purchase Shares granted
under Section 10 below in accordance with the provisions of the Award Agreement, and subject to the terms specified in the Plan,
whether Section 102 Trustee Award, Section 102 Non-Trustee Award, Section 3(i) Award or option issued under other tax regimes.



		x)	“Participant(s)” means any Service Provider to whom an
Award has been granted under the Plan.



		y)	“Plan” means this 2016 Equity Incentive Plan, as amended
from time to time.



		z)	“Restricted Share” means the grant of Shares as described
in Section 13 below, in accordance with the provisions of the Award Agreement, and subject to the terms specified in the Plan,
whether Section 102 Trustee Award, Section 102 Non-Trustee Award, Section 3(i) Award or an Award issued under other tax regimes.







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		aa)	“Restricted Stock Units (RSUs)” means the grant of an
Award as described in Section 14 below, covering a number of Shares that is settled upon vesting by issuance of those Shares, in
accordance with the provisions of the Award Agreement, and subject to the terms specified in the Plan, whether Section 102 Trustee
Award, Section 102 Non-Trustee Award, Section 3(i) Award or Award issued under other tax regimes, provided that, to the extent
required by applicable laws, a specific ruling is obtained from the Israeli Income Tax Authority to grant RSUs as 102 Trustee Awards.



		bb)	“Section 3(i)” means that certain Section 3(i) of the
Tax Ordinance, and any regulations, rules, orders or procedures promulgated thereunder, all as amended.



		cc)	“Section 3(i) Award” means an Award granted pursuant
to Section 3(i).



		dd)	“Section 102” means that certain Section 102 of the Tax
Ordinance, and any regulations, rules, orders or procedures promulgated thereunder, including the Income Tax Rules (Tax Relief
for Issuance of Shares to Employees), 2003, all as amended.



		ee)	“Section 102 Trustee Award” means an Award that by its
terms qualifies and is intended to qualify under the provisions of Section 102(b) of the Tax Ordinance (including the Section 102(b)
Route Election (as defined below)) , as either:



		i)	“Ordinary Income Award Through a Trustee” for the special
tax treatment under Section 102(b)(1) and the “Ordinary Income Route”, or



		ii)	“Capital Gain Award Through a Trustee” for the special
tax treatment under Section 102(b)(2) and the “Capital Route”.



		ff)	“Section 102(b) Route Election” means the right of the
Company to choose either the “Capital Route” (as set under Section 102(b)(2)), or the “Ordinary Income Route”
(as set under Section 102(b)(1)), but subject to the provisions of Section 102(g) of the Tax Ordinance, as further specified in
Section 6 below.



		gg)	“Section 102 Non-Trustee Award” means an Award that by
its terms does not qualify or is not intended to qualify as a Section 102 Trustee Award and is granted not through a trustee under
the terms of Section 102(c) of the Tax Ordinance.



		hh)	“Service Provider” means an Employee, officer, Director
or Consultant.



		ii)	“Share(s)” means an Ordinary Share, no par value, of
the Company, as adjusted in accordance with Section 16 of the Plan.



		jj)	“Tax Ordinance” means the Israeli Income Tax Ordinance
(New Version), 1961, as amended.



		kk)	“Trust Agreement” means a written agreement between the
Company and the Trustee, which sets forth the terms and conditions of the trust and is in accordance with the provisions of Section
102(b) of the Tax Ordinance.



		ll)	“Trustee” means a person or an entity, appointed by the
Company and approved in accordance with the provisions of Section 102, to hold in trust on behalf of the Participants the Section
102 Trustee Award and any underlying Shares issued in connection therewith, as well as any Additional Rights granted in connection
therewith, in accordance with the provisions of Section 102.




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		3.	Interpretation: Unless the context otherwise indicates, words expressed
in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience
only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.



		4.	Administration:



		a)	The Committee shall have the power to administer the Plan. Notwithstanding
the above, the Board shall automatically have a residual authority if no Committee shall be constituted or if such Committee shall
cease to operate for any reason whatsoever.



		b)	Subject to the terms and conditions of this Plan, and subject to the approval
of any relevant authorities and to applicable laws, the Committee shall have full power and authority, at all times, to: (i) select
the Service Providers to whom Awards may from time to time be granted hereunder, and to grant the Awards to the said Service Providers;
(ii) determine the terms and provisions of the Award Agreements (which need not be identical) including, but not limited to, the
type of Award to be granted, the number of Shares to be covered by an Award, the Exercise Price (if applicable), the times or conditions
upon which and the extent to which an Award shall be vested and the nature and duration of any restrictions applicable to the Awards
or the underlying Shares, including as to transferability or exercise of the same, or the Company’s right of repurchase of
the same; (iii) accelerate the right of a Participant to exercise, in whole or in part, any Award, or extend such right; (iv) approve
forms of Award Agreement for use under the Plan; (v) make a Section 102(b) Route Election (subject to the limitations set under
Section 102(g) of the Tax Ordinance); (vi) interpret and construe the provisions of the Plan and the Award Agreements; (vii) adopt
sub-plans, Plan addenda and appendices to the Plan as the Committee deems desirable, to accommodate foreign laws, regulations and
practice. The provisions of such sub-plans, Plan addenda and appendices to the Plan
may take precedence over other provisions of the Plan, but unless otherwise superseded by the terms of such sub-plans,
Plan addenda and appendices to the Plan, the provisions of the Plan shall govern their operation; (viii) exercise such powers
and perform such acts as are deemed necessary or expedient to promote the best interests of the Company with respect to the Plan,
including but not limited to prescribe, amend and rescind any rules and regulations relating to the Plan (including rules and regulations
relating to sub-plans, Plan addenda and appendices to the Plan established for the
purpose of satisfying applicable foreign laws); and (ix) take all other action and determine any other matter which is necessary
or desirable for, or incidental to, the administration of the Plan.



		c)	The interpretation and construction by the Committee of any provision of
the Plan (including sub-plans, Plan addenda and appendices to the Plan), the Award Agreement or of any Award thereunder shall be
final and conclusive, unless otherwise determined by the Board.



		5.	Reserved Shares:



		a)	Subject to the provisions of this Section 5 below, the aggregate number
of Shares which shall be available for grants of Awards under the Plan during its term shall be 1,000,000 Shares. In the event
that (i) an Award (or portion thereof) lapses, expires or is otherwise terminated without the issuance of the Shares subject to
such Award or is settled by the delivery of consideration other than Shares, (ii) Shares are tendered to pay the Exercise Price
of an Option or other Award or (iii) Shares are withheld from any Award to satisfy a Participant’s tax withholding obligations
or, if applicable, to pay the Exercise Price of an Option or other Award, such Shares shall again become available for grants or
Awards hereunder.




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		b)	The Shares subject to the Plan may be either authorized but unissued Shares
or reacquired Shares, subject to applicable laws.



		c)	No fraction of Shares may be issued under the Plan.



		d)	The Board may, at any time during the term of the Plan, increase the number
of Shares available for grant under the Plan. The approval of the Company’s shareholders of such increase shall be obtained
if so required under applicable laws and/or the Company’s incorporation documents and/or any shareholders agreement, as shall
be in effect from time to time.



		6.	Section 102(b) Route Election: No Section 102 Trustee Awards may
be granted under this Plan, unless and until, the Company’s election of the type of Section 102 Trustee Awards either as
“Ordinary Income Award Through a Trustee” or as “Capital Gain Award Through a Trustee” is appropriately
filed with the Israeli Income Tax Authorities. The Section 102(b) Route Election shall obligate the Company to grant only
the type of Section 102 Trustee Award it has elected, and shall apply to all Participants who were granted Section 102 Trustee
Awards during the period indicated herein, to the extent required under and in accordance with the provisions of Section 102(g)
of the Tax Ordinance and the applicable regulations. For avoidance of doubt, it is clarified that the Company does not obligate
itself to file a Section 102(b) Route Election, and in any case, such Section 102(b) Route Election shall be at the sole discretion
of the Company. It is further clarified that such Section 102(b) Route Election shall not prevent the Company from granting Section
102 Non-Trustee Awards simultaneously.



		7.	Eligible Participants:



		a)	Subject to the terms and conditions of the Plan and any restriction imposed
by applicable laws, Awards may be granted to Service Providers, as selected by the Committee in its sole discretion, provided
however, that, (i) Section 102 Trustee Awards and Section 102 Non-Trustee Awards may be granted only to Employees of the Company
and any Affiliate thereof, and provided further that, such Affiliate corporation is an “employing company” within the
meaning of Section 102(a) of the Tax Ordinance; and (ii) Section 3(i) Options may be granted only to (a) Consultants; and/or (b)
Employees, Directors and/or officers of the Company or any Affiliate who are Controlling Shareholders prior to and/or after the
issuance of the Shares underlying the Options. Notwithstanding Options may be granted under sub-plans, Plan addenda and appendices
to the Plan, to accommodate foreign laws, regulations and practice other tax jurisdictions.



		b)	Eligibility to participate in the Plan does not confer any right to be granted
with Awards under the Plan. Participation in the Plan is voluntary. The grant of an Award to a Participant hereunder, shall neither
entitle such Participant to participate, nor disqualify him from participating, in any other grant of Awards pursuant to this Plan
or any other share incentive plan of the Company or any Affiliate of the Company.



		8.	Issuance of Awards:



		a)	Awards may be granted at any time after the Plan shall become effective
as specified in Section 21 hereof, subject to obtaining all the necessary approvals (if any) from any regulatory body or governmental
agency having jurisdiction over the Company and/or any Affiliate and/or any Participant. In the case of Section 102 Trustee Awards,
Awards may be granted only after the passage of thirty (30) days (or a shorter period as and if approved by the Israeli Income
Tax Authorities) following the delivery by the Company to the appropriate Israeli Income Tax Authorities of a request for approval
of the Plan and the Trustee according to Section 102. Notwithstanding the above, if within ninety (90) days of delivery of the
abovementioned request, the tax officer notifies the Company of its decision not to approve the Plan, the Options, which were intended
to be granted as a Section 102 Trustee Awards, shall be deemed to be Section 102 Non-Trustee Awards, unless otherwise was approved
by the tax officer. The date of grant of each Award shall be the date specified by the Committee at the time such Award is granted
and subject to the applicable laws and regulations.




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		b)	An Award Agreement shall evidence each Award granted pursuant to the Plan.
The Award Agreement shall state, inter alia, the type of Award, the number of Shares covered thereby, the dates and schedule
when the Award may become vested, the Exercise Price (if applicable) and such other terms and conditions, limitations and restrictions
as the Committee in its discretion may prescribe, provided that they are consistent with this Plan and applicable laws.



		9.	Trustee: In connection with the grant of any Section 102 Trustee
Awards, the following shall apply:



		a)	Section 102 Trustee Awards which shall be granted under the Plan and any
Shares issued thereunder shall be issued to the Trustee who shall hold the same in trust for the benefit of the Participant at
least for the Lock-up Period. Upon the conclusion of the Lock-up Period and subject to any further period included in the Plan
and/or in the Award Agreement, the Trustee may release Section 102 Trustee Awards or Shares issued thereunder to Participant only
after the Participant’s full payment of his tax liability due in connection therewith pursuant to the Tax Ordinance or any
applicable tax laws.



		b)	Notwithstanding the above, in the event a Participant shall elect to release
the Section 102 Trustee Awards and/or the Shares issued thereunder prior to the conclusion of the Lock-up Period, the sanctions
under Section 102 shall apply to and shall be borne solely by the Participant.



		c)	Any Additional Rights distributed to the Participant on account of Section
102 Trustee Awards shall be deposited with and/or issued to the Trustee for the benefit of the Participant, and shall be held by
the Trustee for the applicable Lock-up Period in accordance with the provisions of Section 102 and the elected tax route.



		d)	The Company, any Affiliate of the Company (if applicable), the Trustee and
the Participant shall comply with the Tax Ordinance, Section 102 and the provisions of the Trust Agreement.



		e)	Upon receipt of Section 102 Trustee Award, Participant will sign the Award
Agreement, which shall be deemed as the Participant’s undertaking to exempt the Trustee from any liability in respect of
any action or decision duly taken and bona fide executed in relation with the Plan and any Award, Share, Additional Right
or other rights received by the Participant in connection therewith.



		f)	The Committee shall determine and approve the terms of engagement of the
Trustee, and shall be authorized to designate from time to time a new Trustee and replace either of them at its sole discretion,
and in the event of replacement of any existing Trustee, to instruct the transfer of all Awards and Shares held by such Trustee
at such time to its successor.




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		g)	For as long as the Trustee holds Shares in trust for the benefit of the
Participant, the Trustee shall not use the voting rights vested in such Shares, and shall not exercise such rights in any way whatsoever.
In the event the right to vote such Shares is held by the Trustee pursuant to Section 102, then upon the exercise of any Section
102 Trustee Award by the Participant, the Trustee shall execute an irrevocable voting proxy in such form as may be prescribed by
the Committee in accordance with the provisions of Section 102.



		10.	Options



The Committee may, in
its sole discretion, grant Options to Service Providers. Each Option shall be subject to such terms and conditions consistent with
the Plan set forth in the applicable Award Agreement and such other terms and conditions consistent with the Plan and the applicable
Award Agreement as the Committee may impose from time to time.


		11.	Option Exercise Price and Consideration:



		a)	The Exercise Price shall be determined by the Committee on the date of grant
of an Option, on an individual basis, subject to any guidelines as may be determined by the Board from time to time and any applicable
law; provided, however, that the Exercise Price shall be not less than the nominal value of the Shares underlying the Option.



		b)	The consideration to be paid for the Shares to be issued upon exercise of
an Option, including the method of payment, shall be determined by the Committee subject to applicable laws. Such consideration
may consist of, without limitation, (1) cash, or (2) check or wire transfer, or (3) at the discretion of the Committee,
consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Committee, or (4) at
the discretion of the Committee, any combination of the foregoing methods of payment.



		12.	Exercise of Options:



		a)	Options shall be exercisable pursuant to the terms under which they were
awarded and subject to the terms and conditions of this Plan and the Award Agreement; provided, however, that in no event shall
an Option be exercisable after its Expiration Date, as further specified in Section 12(b) below.



Unless the Committee
provides otherwise, vesting of Options granted hereunder shall be suspended during any unpaid leave of absence.


		b)	Anything herein to the contrary notwithstanding, if any Option, or any part
thereof, has not been exercised prior to its Expiration Date and the Shares covered thereby not paid for until such date, then
such Option, or such part thereof, and the right to acquire such Shares shall terminate, and all interests and rights of the Participant
in and to the same shall expire.



		c)	Options may be exercised only to purchase whole Shares, and in no case may
a fraction of a Share be purchased. If any fractional Share would be deliverable upon exercise, including but not limited to, as
a result of adjustments as provided in Section 16 hereof, such fraction shall be rounded up one-half or less, or otherwise rounded
down, to the nearest whole number of Shares.



		d)	An Option, or any part thereof, shall be exercisable by the Participant’s
signing and returning to the Company at its principal office, on any business day, a “Notice of Exercise” in such form
and substance as may be prescribed by the Committee from time to time and in accordance with the requirements of applicable laws,
which exercise shall be effective upon receipt of such signed notice by the Company at its principal office. The Notice of Exercise
shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment of the
aggregate Exercise Price due with respect to the Shares to be purchased. Such payment may consist of any consideration and method
of payment authorized by the Committee and permitted by the Award Agreement and the Plan. If required under applicable laws, the
Notice of Exercise shall also be accompanied by payment of the aggregate withholding taxes due with respect to the exercise of
Options and/or purchased Shares.




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		e)	If applicable laws require the Company to take any action with respect to
the Shares specified in the Notice of Exercise before the issuance thereof, then the date of their issuance shall be extended for
the period necessary to take such action.



		f)	Prior to exercise, the Participant shall have none of the rights and privileges
of a shareholder of the Company in respect to any Shares purchasable upon the exercise of any part of an Option. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company),
no right to receive dividends or any other rights as a shareholder 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, subject
to the provisions of Section 19 hereof. No adjustment will be made for a dividend or other right, for which the record date precedes
the date of issuance of the Shares, except as provided in Section 16 hereof.



		13.	Restricted Shares



		a)	The Committee may, in its sole discretion, grant Restricted Shares to Service
Providers. Each Award of Restricted Shares shall be subject to such terms and conditions consistent with the Plan set forth in
the applicable Award Agreement and such other terms and conditions consistent with the Plan and the applicable Award Agreement
as the Committee may impose from time to time, including, without limitation, restrictions on the sale or other disposition of
such Shares, the vesting date with respect to such Shares, and the right of the Company to reacquire such Shares for no consideration
upon termination of the Participant’s employment within specified periods.



		b)	The Participant shall have all of the rights of a holder of Shares, including
the right to receive dividends and to vote the shares (subject to the provisions of Section 8(c)), unless the Committee determines
otherwise on the date of grant. Any share certificate issued in connection with a Restricted Share may be held in the custody of
the Company.



		14.	RSUs.



		a)	The Committee may, in its sole discretion, grant Restricted Stock Units
to Service Providers. Each Award of RSU shall be subject to such terms and conditions consistent with the Plan set forth in the
applicable Award Agreement and such other terms and conditions consistent with the Plan and the applicable Award Agreement as the
Committee may impose from time to time.



		b)	A RSU is a hypothetical Share represented by a notional account established
and maintained (or caused to be established or maintained) by the Company for such Participant who receives a grant of RSU. RSU
shall be subject to such terms and conditions as the Committee, in its sole discretion, determines appropriate including, without
limitation, determinations of the vesting date with respect to such RSU and the criteria for the vesting of such RSU. RSU shall
provide for payment in Shares at such time or times as the Award Agreement shall specify. The Committee shall determine whether
a Participant who has been granted an RSU shall also be entitled to a Dividend Equivalent Right in the Award Agreement.




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		c)	Upon the vesting of the RSU at such time or times as the Award Agreement
shall specify, the Shares representing the RSU shall be distributed to the Participant.



		15.	Termination of Relationship as a Service Provider:



		a)	Except as provided below, an Option, or any part thereof, may not be exercised
unless the Participant is then a Service Provider of the Company or any Affiliate thereof, and unless the Participant has remained
continuously a Service Provider since the date of grant of the Option, unless the Committee determines that a longer period is
applicable or such longer period is otherwise set forth in the Award Agreement.



		b)	Unless otherwise approved by the Committee or set forth in the Award Agreement,
if a Participant ceases to be a Service Provider of the Company or any Affiliate thereof for any reason (including, but not limited
to, resignation and retirement, but excluding termination by reasons of Cause, Participant’s Disability or death, for which
events there are special rules in Subsections (c) and (d) below), all Options granted to the Participant, which are vested and
exercisable at the time of such termination, may be exercised within three (3) months following the date of such termination, but
in no event later than the Expiration Date of such Option, as set forth in the Award Agreement. If, after termination, the Option
is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by the unexercised portion
of such Option shall revert to the Plan. Unless the Committee or the Award Agreement provide otherwise, any Options which are not
vested and exercisable at the date of such termination, shall terminate, and the Shares covered by such unvested Option shall revert
to the Plan.



		c)	Unless otherwise approved by the Committee or set forth in the Award Agreement,
if a Participant ceases to be a Service Provider of the Company or any Affiliate thereof as a result of Participant’s Disability
or death, all Options granted to the Participant, which are vested and exercisable at the time of such termination, may, unless
earlier terminated in accordance with the Award Agreement, be exercised within twelve (12) months following the Participant’s
termination, but in no event later than the Expiration Date of such Option, as set forth in the Award Agreement. In the case of
Participant’s death, such Option may be exercised by the personal representative of the Participant’s estate or by
the person or persons to whom the Option is transferred pursuant to the Participant’s will or the laws of inheritance or
by the Participant’s designated beneficiary or beneficiaries of that Option. If, after termination, the Option is not so
exercised within the time specified herein, the Option shall terminate, and the Shares covered by the unexercised portion of such
Option shall revert to the Plan. Unless the Committee or the Award Agreement provide otherwise, any Options which are not vested
and exercisable at the date of such termination, shall terminate and the Shares covered by such unvested Option shall revert to
the Plan.



		d)	Termination of Engagement for Cause. Subject to the terms of the
Plan, any written agreement between the Participant and the Company, and the applicable Award Agreement, if a Participant’s
employment or engagement with the Company is terminated by the Company for Cause, all Awards held by a Participant on the date
of the termination of his or her employment or engagement with the Company for Cause, whether vested or non-vested, shall immediately
be forfeited by such Participant as of such date.




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		e)	In addition and notwithstanding Subsections (b) through (d) above, if after
termination of relationship as a Service Provider, Participant does not comply in full with any of non-compete, non solicitation,
confidentiality or any other requirement of any agreement between the Participant and the Company (or any Affiliate thereof engaging
the Participant), the Committee may, in its sole discretion, refuse to allow the exercise of the Options.



		f)	For the purpose of this Section 15, termination of relationship as a Service
Provider shall be deemed to be effective upon the date, which is designated by the Company (or any Affiliate thereof engaging the
Participant) as the last day of the Participant’s service with the Company or any Affiliate thereof.



		g)	For the purpose of this Section 15, a transfer of the Participant from the
service of the Company to any Affiliate (and vise versa) or between Affiliates shall not be deemed a termination of relationship
as a Service Provider, unless otherwise determined by the Committee.



		16.	Adjustments, Liquidation and Corporate Transaction: Upon the occurrence
of any of the following described events, Participant’s rights under the Plan shall be adjusted as hereinafter provided.



		a)	Changes in Capitalization. The number and type of Shares which have
been authorized for issuance under the Plan but as to which no Award has yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Award, and the number and type of Shares covered by each outstanding Award, as well as the
Exercise Price per Share covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease
in the number or type of issued Shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination
or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be
made available under the Plan. The conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration”. Such adjustment shall be made by the Committee, in its sole discretion. The Company shall
not be required to issue fractional Shares or other securities under the Plan as a result of such adjustment and any fractional
interest in a Share or other security that would otherwise be delivered upon the exercise of an Option will be rounded, as detailed
in Section 11(c) hereof.



		b)	Dissolution or Liquidation. In the event of dissolution or liquidation
of the Company, the Company shall have no obligation to notify the Participants of such event and any Options that have not been
previously exercised will terminate immediately prior to such dissolution or liquidation. Notwithstanding the above, in the event
of a voluntary liquidation of the Company, which is not within the frame of a Corporate Transaction, the Committee shall notify
each Participant as soon as practicable prior to the effective date of such proposed transaction, and any Options that have not
been previously exercised will terminate immediately prior to such proposed liquidation.



		c)	Corporate Transaction.



Unless the Committee
determines otherwise or if otherwise set forth in an Award Agreement, in the event of a Corporate Transaction, each outstanding
Award shall, be treated as the Committee determines, including, without limitation that each Option may (i) be assumed or substituted
for an equivalent option by the successor corporation or a parent or subsidiary of the successor corporation. In the case of such
assumption or substitution of Options, appropriate adjustments shall be made in the number and type of Shares covered by each
outstanding Option, as well as the Exercise Price per Share covered by each such outstanding Option, and all other terms and conditions
of the Options, such as the vesting dates, shall remain in force; or (ii) be terminated in exchange for a cash payment (if any)
equal to the excess of the Fair Market Value of the Shares subject to such Award (either to the extent then vested, if applicable,
or, at the discretion of the Committee, the Award being made fully vested for purposes of this Section 16(c)) over the Exercise
Price thereof, if applicable.



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For the purposes of this Sub-Section 16(c), the Option shall be considered assumed if, following
the Corporate Transaction, the Option confers the right to purchase or receive, for each Share covered by the Option immediately
prior to the Corporate Transaction, the consideration, if any, (whether stock, cash, or other securities or property) received
in the Corporate Transaction by holders of Shares 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 outstanding Shares);
provided, however, that if such consideration received in the Corporate Transaction is not solely in securities of the successor
corporation or its parent or subsidiary, the Committee may, with the consent of the successor corporation, provide for the consideration
to be received upon the exercise of the Option, for each Share subject to the Option, to be solely in securities of the successor
corporation or its parent or subsidiary equal in Fair Market Value to the per share consideration received by holders of Shares
in the Corporate Transaction.


Unless the Committee
or the Award Agreement provide otherwise, in the event that the Award is not assumed, substituted or exchanged during and/or immediately
following the Corporate Transaction, the Award shall terminate as of the date of the closing of the Corporate Transaction and the
Committee shall notify the Participant in writing or electronically of such termination.


The Committee shall
not be required to treat all Awards similarly in the transaction.


		17.	The existence of the Plan, the Award Agreements and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize
any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any
merger or consolidation of the Company, any issue of shares, securities or rights to purchase shares, debentures, preferred or
prior preference shares whose rights are superior to or affect the Shares or the rights thereof or which are convertible into or
exchangeable for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a similar character or otherwise.



		18.	Limited Transferability and Restrictions on Sale:



		a)	No Award may be sold, pledged, assigned, hypothecated or transferred other
than by will or by the laws of descent and distribution, and may be exercised during the lifetime of a Participant, only by the
Participant. The terms of the Plan and the Award Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Participant. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of any Award
or of any rights granted thereunder contrary to the provisions of this Plan shall be null and void.



		b)	Without derogating from the provisions of Section 18(a) above, with regard
to Section 102 Trustee Awards and the Shares issued under such Awards, as long as such Awards and/or Shares are held by the Trustee
on behalf of the Participant, all rights of the Participant with respect thereto are personal and cannot be transferred, assigned,
pledged or mortgaged, other than by will or by the laws of descent and distribution.




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		c)	Shares acquired under an Award shall be subject to such restrictions on
transfer and/or sale as are generally applicable to Shares of the Company, including but not limited to (i) restrictions detailed
in the Company’s incorporation documents, as may be amended from time to time; (ii) restrictions detailed in any shareholders
agreements (as applicable to other shareholders of Shares of the Company), as amended from time to time, regardless of whether
or not the Participant is a party to such agreements; and (iii) restrictions under any applicable law.



		d)	In the event the Shares shall be registered for trading in any public market,
the Committee may impose certain limitations on the Participant’s right to sell the Shares (including a lock-up period) as
may be requested by the Company’s underwriters or as the Committee may, in its absolute discretion, determine to be necessary
or advisable, and Participant shall unconditionally agree and accept any such limitations.



		e)	All certificates for Shares delivered under the Plan shall be subject to
such stock-transfer orders and other restrictions as the Committee may deem advisable under any applicable law or the rules, regulations,
and other requirements of any governmental regulatory body or other market system on which the Company’s securities are listed
or traded, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to
such restrictions.



 


		19.	Conditions Upon Issuance of Shares:



		a)	Shares shall not be issued and delivered hereunder unless the issuance and
delivery of such Shares shall comply with applicable laws and shall be further subject to the approval of counsel for the Company
with respect to such compliance. Without derogating from the generality of the foregoing, the Company shall not be required to
issue or deliver any Shares (or any certificate or certificates for such Shares) under any Award prior to the completion of any
registration or other qualification of such Shares, if so required under any applicable law and/or under the rulings or regulations
of any governmental regulatory body which the Committee shall, in its absolute discretion, determine to be necessary or advisable.



		b)	As a condition to the issuance and delivery of Shares, the Committee may
require the Participant to represent and warrant at the time of such issuance and delivery of Shares, if, in the opinion of counsel
for the Company such representation is required in order to comply with any registration exemption requirement, that (i) the Shares
are being purchased only for investment and without any present intention to sell or distribute such Shares; and (ii) the Participant
shall not sell, transfer or otherwise dispose of any of the Shares, except in compliance with the applicable securities laws, and
the rules and regulations thereunder. Furthermore, the Company shall have the authority to endorse upon the certificate or certificates
representing the Shares such legends referring to the foregoing restrictions, and any other applicable restriction, as it may deem
appropriate.




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		20.	Tax Consequences:



		a)	Any tax consequences arising from the grant or exercise of any Award, from
the payment for Shares covered thereby, from the issuance and delivery of Shares, the sale, transfer or disposition of such Shares,
the release of Awards or Shares from Trust or from any other event or act (of the Participant, the Company or any Affiliate of
the Company or the Trustee (if applicable)) hereunder, shall be borne solely by the Participant. The Company or any Affiliate or
the Trustee (if applicable) shall withhold taxes according to the requirements under the applicable laws, and it may take steps
as it may deem necessary for withholding all due taxes, including, but not limited to (i) to the extent permitted by applicable
laws, deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, and/or
(ii) requiring a Participant to pay to the Company or any Affiliate or to the Trustee (as the case may be) the amount so required
to be withheld as a condition for the issuance, delivery, distribution or release of any Shares. Furthermore, such Participant
shall agree to indemnify the Company, any Affiliate that engages the Participant and the Trustee, if applicable, and hold them
harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation,
liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant.
Except as otherwise required by applicable laws, the Company shall not be required to issue and deliver any Shares to a Participant
until all required payments have been fully made.



		b)	Without derogating from the definition of Fair Market Value in Section 2(s)
above, and solely for the purpose of determining the tax liability with respect to the grant of Capital Gain Award Through a Trustee
pursuant to Section 102, in the event the Shares of the Company are listed for trade on any established stock exchange or national
market system or in the event the Shares of the Company will be registered for trade within ninety (90) days following the date
of grant of such Awards, the Fair Market Value of the Shares on the date of grant shall be equal to the average value of the Company’s
Shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration
for trade, as the case may be, all in accordance with the provisions of Section 102(b)(3) of the Tax Ordinance.



		c)	With regard to Section 102 Non-Trustee Award, in the event a Participant
shall cease to be employed by or, if applicable, cease to render his services to the Company or any Affiliate, for any reason,
the Participant shall be obligated to provide the Company and/or its Affiliate with a security or guarantee, in the degree and
manner satisfactory to them, to cover any future tax obligation resulting from the disposition of the Awards and/or the Shares
acquired thereunder.



		d)	With regard to Section 102 Trustee Awards, the provisions of the Plan and
the Award Agreement shall be subject to the provisions of Section 102 and the tax officer’s approval, which shall be deemed
an integral part of the Plan and the Award Agreement. To the extent that Section 102 and/or the tax officer’s approval require
the Plan and/or the Award Agreement to contain specified provisions in order to qualify the Awards for preferential tax treatment,
such provisions shall be deemed to be stated herein and/or in the Award Agreement, as applicable, and to be binding upon the Company,
any Affiliate and the Participant.



		21.	Term, Amendment and Termination of the Plan:



		a)	The Plan shall become effective upon the later of: (i) its adoption by the
Board; or (ii) its approval by the Company’s shareholders, but only if such shareholders’ approval is required under
applicable laws or under the articles of association and/or under any shareholder agreement then in effect.



		b)	The Committee, at any time and from time to time, may terminate, suspend
or amend the Plan. The Committee shall obtain approval from the Company’s shareholders of any Plan amendment to the extent
necessary to comply with applicable laws or under the articles of association and/or under any shareholder agreement as then in
effect. Other than in the event of a Corporate Transaction (in which case, the provisions of Section 16(c) above shall govern),
no amendment, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise
between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company. Termination
of the Plan shall not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.




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		22.	Inability to Obtain Authority: The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and delivery of any Shares hereunder, shall relieve the Company of any liability in respect of the failure
to issue or deliver such Shares as to which such requisite authority shall not have been obtained.



		23.	Continuance of Engagement: Neither the Plan nor any Award granted
hereunder shall impose any obligation on the Company or its Affiliates, to continue its relationship with a Participant as a Service
Provider, and nothing in the Plan, in any Award Agreement or in any Award granted pursuant thereto shall confer upon any Participant
any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or its Affiliate
nor shall it interfere in any way with its right or the Company’s or its Affiliates’ right to terminate such relationship
at any time, with or without Cause, and with or without notice.



		24.	Non-Exclusivity of the Plan: The Plan shall not be construed as creating
any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable,
including without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.



		25.	Governing Law and Jurisdiction: This Plan and all instruments issued
thereunder or in connection therewith shall be governed by and construed and enforced in accordance with the laws of the State
of Israel, without giving effect to the principles of conflict of laws thereof. Any dispute arising out of this Plan and all instruments
issued thereunder or in connection therewith shall be resolved exclusively by the appropriate court in the State of Israel.



		26.	Application of Funds: The proceeds received by the Company from the
delivery of Shares pursuant to Awards will be used for general corporate purposes of the Company.



		27.	Severability: If any term or other provision of this Plan is determined
to be invalid, illegal or incapable of being enforced by any applicable laws, the invalidity of such term or provision of the Plan
shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect.



 


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