Exhibit 4.12


 


ABILITY
INC. (FORMERLY CAMBRIGE HOLDCO CORP.)

 ISRAELI SUB-PLAN

TO THE ABILITY INC.  2015 LONG-TERM Equity incentive PLAN


 


		1.	General.



 


This
Ability Inc. Israeli Sub-Plan (this “Sub-Plan”) is to be read as a part of the Ability Inc. (formerly Cambrige
Holdco Corp.) 2015 Long-Term Equity incentive Plan (the “Plan”, the "Company"), and the Plan
and this Sub-Plan shall be deemed one integrated document. The provisions of the Plan shall apply to Awards (as defined below)
granted under this Sub-Plan, subject to the modifications set forth below. In the event of any conflict between the Plan and this
Sub-Plan, the terms of this Sub-Plan shall govern with respect to Awards granted to Israeli Participants. This Sub-Plan shall
only apply to, and modify Awards granted to, Israeli Participants (as defined below) so that such Awards will be governed by the
terms of this Sub-Plan and comply with the requirements of Israeli law generally, and specifically with the provisions of Section
102 and Section 3(i) of the Ordinance (as defined below). For the avoidance of doubt, this Sub-Plan shall not modify the Plan
with respect of any other category of Participant. 


 


Unless
otherwise defined in this Sub-Plan, all capitalized terms used herein shall have the same meanings given to such terms in the
Plan. Capitalized terms used herein that are the plural forms or singular forms of defined terms shall have the corresponding
plural or singular meanings of the corresponding defined terms. The following terms shall have the meanings set forth below, unless
the context clearly requires a different meaning:


 


(a)     “3(i)
Award” means an Award granted pursuant to Section 3(i) of the Ordinance to any person who is an Israeli Non-Employee
Participant.


 


(b)     “102
Award” means an Award granted pursuant to Section 102 of the Ordinance to any person who is an Israeli Employee
Participant.


 


(c)     “102
Capital Gains Award” means a Trustee 102 Award elected and designated by the Employing Company to qualify for Capital
Gains tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance.


 


(d)     “102
Ordinary Income Award” means a Trustee 102 Award elected and designated by the Employing Company to qualify for
ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.


 


(e)     “Affiliate”
means any “employing company” within the meaning of Section 102(a) of the Ordinance.


 


(f)     “Approved
102 Award” means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for
the benefit of the Employee.


 


(g)     
“Award” means an award of Options, Restricted Shares Award, or other Share Award.


 



     

     

    

 


(h)     "Award
Agreement" means, with respect to each Award, the applicable signed written agreement between the Company and the
Participant setting forth the terms and conditions of an individual Award granted under the plan.


 


(i)     "Board"
means the Board of Directors of the Company.


 


(j)     “Controlling
Shareholder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.


 


(k)     "Committee"
means any committee of the Board, which the Board may designate.


 


(l)     “Employing
Company” shall have the meaning ascribed to it in Section 102(a) of the Ordinance.


 


(m)     “Israeli
Employee Participant” means a person who is a resident of the state of Israel or who is deemed to be a resident
of the state of Israel for the payment of tax,

and who is an employee or an Office Holder (“Noseh Missra”) of the Company, or any Affiliate of the Company,
in each case excluding a person who is a Controlling Shareholder prior to the issuance of the relevant Award or as a result thereof.


 


(n)     “Israeli
Non-Employee Participant” means a person who is a resident of the state of Israel or who is deemed to be a resident
of the state of Israel for the payment of tax, and who is (i) a consultant, adviser or service provider of the Company, or any
Affiliate of the Company, who is not an Israeli Employee Participant, or (ii) a Controlling Shareholder (whether or not an employee
of the Company or any Affiliate of the Company).


 


(o)     “Israeli
Participant” means Israeli Employee Participants and Israeli Non-Employee Participants.


 


(p)     “ITA”
means the Israeli Income Tax Authorities.


 


(q)     “Lockup
Period” means the requisite period prescribed by the Ordinance and the Rules, or such other period as may be required
by the ITA, with respect to 102 Trustee Grants, during which Awards or shares issued thereunder, and all rights resulting from
them, including bonus shares, must be held by the Trustee.


 


(r)     “Non-Trustee
102 Award” means an Award granted to an Israeli Participant pursuant to Section 102(c) of the Ordinance, which is
not required to be held in trust by a Trustee.


 


(s)     “Ordinance”
means the Income Tax Ordinance [New Version] 5721-1961 or any successor statute, as amended from time to time.


 


(t)     “Restricted
Shares” means an Award granted to Israeli Participant pursuant to Section 6 below.


 


(u)     “Rules”
means the Income Tax Rules (Tax Relief in the Issuance of Shares to Employees), 5763-2003.


 


(v)     “Section
102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder
as now in effect or as amended or replaced from time to time.


 



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(w)     “Tax”
means any tax (including, without limitation, any income tax, capital gains tax, value added tax, sales tax, property tax, gift
tax, or estate tax), levy, assessment, tariff, duty (including any customs duty), deficiency, or other fee, and any related charge
or amount (including any fine, penalty, interest, linkage differentials or addition to tax), imposed, assessed, or collected by
or under the authority of any governmental body.


 


(x)     “Trustee”
means any person or entity appointed by the Company or any of its Affiliates, as applicable, and approved by the ITA, to serve
as a trustee, all in accordance with the provisions of Section 102(a) of the Ordinance.


 


(y)     “Trustee
102 Award” means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for
the benefit of the Participant.


 


(z)     “Unapproved
102 Award” means an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.


 


		2.	Issuance
                                         of Awards. 



 


(a)     (i)
Israeli Employee Participants may be granted only 102 Awards; and (ii) Israeli Non-Employee Participants may be granted only 3(i)
Awards. In each case, such Awards shall be subject to the terms and conditions of the Ordinance.


 


(b)     The
Employing Company may, pursuant to Section 102, designate 102 Awards granted to Israeli Employee Participants as Non-Trustee 102
Awards or as Trustee 102 Awards. The Employing Company may seek any tax ruling as it may reasonably consider in connection with
the application of Section 102 on any Awards granted by the Company.


 


(c)     The
Employing Company shall have the absolute discretion to decide whether Awards granted pursuant to Section 3(i) of the Ordinance
shall be held by the Trustee for any period.


 


(d)     Any
trustee, including, without limitation, the Trustee, holding Awards or shares issued upon the exercise thereof, or rights resulting
therefrom, including bonus shares, shall not be liable for any good faith determination, act or omission in connection with the
Plan, any Sub-Plan, any Award or any agreement entered into between such Trustee and the Company or any Affiliate.


 


(e)     The
grant of Approved 102 Awards shall be made under this Sub-Plan not earlier than 30 days from the date it was submitted to the
ITA.


 


(f)     Approved
102 Awards may either be classified as 102 Capital Gains Award or 102 Ordinary Income Award.


 


(g)     No
Approved 102 Awards may be granted under this Sub-Plan to any eligible Employee, unless and until, the Company’s election
of the type of Approved 102 Awards as 102 Capital Gains Award or 102 Ordinary Income Award granted to Employees (the “Election”),
is appropriately filed with the ITA. Such Election shall become effective beginning the first date of grant of an Approved 102
Award under this Sub-Plan and shall remain in effect until the end of the year following the year during which the Company first
granted Approved 102 Awards. The Election shall obligate the Company to grant only the type of Approved 102 Award it has elected,
and shall apply to all Israeli Participants who were granted Approved 102 Awards during the period indicated herein, all in accordance
with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company
from granting Unapproved 102 Awards or 3(i) Award simultaneously.


 




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(h)     All
Approved 102 Awards must be held in trust by a Trustee, as described in Section 3 below.


 


(i)     For
the avoidance of doubt, the designation of Unapproved 102 Awards and Approved 102 Awards shall be subject to the terms and conditions
set forth in Section 102.


 


		3.	Trustee
                                         102 Awards. 



 


(a)     Awards
granted pursuant to this Section are intended to constitute Trustee 102 Awards and are subject to the provisions of Section 102
and the general terms and conditions specified in the Plan, except for such provisions of the Plan applying to Awards under a
different tax law or regulation.


 


(b)     Trustee
102 Awards may be granted only to Israeli Employee Participants.


 


(c)     Trustee
102 Awards shall be classified as either 102 Capital Gains Awards or 102 Ordinary Income Awards, subject to the terms and conditions
of Section 102 and the provisions of the Plan and this Sub-Plan.


 


(d)     No
Trustee 102 Awards may be granted under this Sub-Plan, unless and until the Employing Company’s election of the type of
Trustee 102 Awards to be granted to Israeli Employee Participants, being either 102 Capital Gains Awards or 102 Ordinary Income
Awards, (the “Election”), is appropriately filed with the ITA. The Board or the Committee, as the case may
be, shall have the right to determine whether the Election shall be that the Trustee 102 Awards be 102 Capital Gains Awards or
102 Ordinary Income Awards. After making an Election, the Company may grant only the type of Trustee 102 Awards it has elected
(i.e., 102 Capital Gains Awards or 102 Ordinary Income Awards), and the Election shall apply to all grants to Israeli Employee
Participants of Trustee 102 Awards until such Election is changed pursuant to the provisions of Section 102(g) of the Ordinance.
The Employing Company may change such Election only after the passage of the minimum time period prescribed by Section 102. For
the avoidance of doubt, such Election shall not prevent the Company from granting Non-Trustee 102 Awards or 3(i) Awards.


 


(e)     The
grant of Trustee 102 Awards shall be conditioned upon the approval (or the deemed approval pursuant to the provisions of Section
102(a) of the Ordinance) of the Plan, this Sub-Plan and the Trustee by the ITA.


 



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(f)     Trustee
102 Awards may be granted only after the passage of thirty days (or a shorter period as, and if, approved by the ITA) following
the delivery by the appropriate Employing Company to the ITA of a request for approval of the Plan (including this Sub-Plan) and
the Trustee in accordance with Section 102. Notwithstanding the foregoing paragraph and pursuant to any applicable law, if within
ninety (90) days of delivery of the abovementioned request, the appropriate ITA officer notifies the Employing Company of his
or her decision not to approve the Plan (including this Sub-Plan) or the Trustee, the Awards that were intended to be granted
as a Trustee 102 Awards shall be deemed to be Non-Trustee 102 Awards, unless (i) otherwise determined by the ITA officer or (ii)
pursuant to applicable law elected otherwise by the Company.


 


(g)     Anything
herein to the contrary notwithstanding, all Trustee 102 Awards granted under this Plan shall be granted or issued to a Trustee.
The Trustee shall hold each such Trustee 102 Award, all shares issued upon exercise thereof, and all other rights resulting from
such Trustee 102 Award or shares, including bonus shares, in trust for the benefit of the Israeli Employee Participant to which
such Award was granted. All certificates representing Awards or shares issued to the Trustee under the Plan shall be issued in
the Trustee’s name, deposited with the Trustee, and shall be held by the Trustee until such time that such Awards or shares
are released from the trust.


 


(h)     With
respect to 102 Capital Gains Awards and 102 Ordinary Income Awards, such Awards or any shares issued upon the exercise thereof
and all rights resulting from such Awards or shares, including bonus shares, will be held by the Trustee, from the date such Awards
or shares were deposited with the Trustee until the end of the applicable Lockup Period (currently at least 24 months in case
of 102 Capital Gains Awards and 12 months in case of 102 Ordinary Income Awards) or such shorter period as approved by the ITA,
under the terms set forth in Section 102.


 


(i)     Notwithstanding
anything to the contrary, the Trustee shall not release any shares allocated or issued upon exercise or vesting of Approved 102
Awards prior to the full payment of the Employee’s tax liabilities, if any, or to the full satisfaction of the trustee that
such applicable tax payments will be made, arising from Approved 102 Awards which were granted to him/her and/or any shares allocated
or issued upon exercise or vesting of such Awards.


 


(j)     
In accordance with Section 102, the Israeli Employee Participant shall not sell, cause the release from trust, or otherwise
dispose of, any Trustee 102 Award, any share issued upon the exercise thereof, or any rights resulting from such Award or share,
including bonus shares, until the end of the applicable Lockup Period. Notwithstanding the foregoing but without derogating from
the provisions of the Plan and the terms and conditions set forth in the Award Agreement, if any such sale, release, or disposition
occurs during the Lockup Period, then the provisions of Section 102 relating to non-compliance with the Lockup Period will apply
and all sanctions and liability under Section 102 shall be borne by the Israeli Employee Participant. The Israeli Employee Participant
will indemnify the Company, the Trustee and any other party which incurs any liability as a result of such sale, release or disposition.


 


(k)     In
the event that the requirements for the Trustee 102 Awards are not met, then the Trustee 102 Awards shall be deemed Non-Trustee
102 Awards.


 


(l)     Upon
receipt of a Trustee 102 Award, the Israeli Employee Participant will sign an Award Agreement under which such Participant will
agree to be subject to the trust agreement between the Company or its Affiliate and the Trustee, stating, inter alia, that the
Trustee will be released from any liability in respect of any action or decision taken or executed in good faith with respect
to this Sub-Plan, or any Trustee 102 Award or share issued to him or her thereunder, or right resulting therefrom, including bonus
shares.


 



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(m)     The
validity of any order given to the Trustee by an Israeli Employee Participant shall be subject to the approval of the Employing
Company. The Employing Company shall render its decision regarding whether to approve orders given by any Israeli Employee Participant
to the Trustee within a reasonable period of time. The Employing Company shall not be required to approve any order which is incomplete,
is not in accordance with the provisions of this Plan and the applicable Award Agreement or which the Employing Company believes
should not be executed for any reasonable reason. The Employing Company shall notify the Israeli Employee Participant of the reason
for not approving his order. Approval by the Employing Company of any order given to the Trustee by an Israeli Employee Participant
shall not constitute proof of the Employing Company’s recognition of any right of such Israeli Employee Participant.


 


(n)     Without
derogating from the above, the Employing Company shall have the authority to determine the specific procedures and conditions
of the trusteeship with the Trustee in a separate agreement between the Employing Company and the Trustee.


 


(o)     In
the case of 102 Awards, the Trustee shall have no rights as a shareholder of the Company with respect to the shares covered by
such Award until the Trustee becomes the record holder for such shares for the Participant’s benefit, and the Israeli Participant
shall have no rights as a shareholder of the Company with respect to the shares covered by the Award until the date of the release
of such shares from the Trustee to the Israeli Participant and the transfer of record ownership of such shares to the Israeli
Participant.


 


		4.	Non-Trustee
                                         102 Awards.



 


(a)     Awards
granted pursuant to this Section are intended to constitute Non-Trustee 102 Awards and are subject to the provisions of Section
102 and the general terms and conditions specified in the Plan, except for such provisions of the Plan applying to Awards granted
under a different tax law or regulations.


 


(b)     Non-Trustee
102 Awards may be granted only to Israeli Employee Participants.


 


(c)     Non-Trustee
102 Awards that shall be granted pursuant to the Plan may be issued directly to the Israeli Employee Participant or to a trustee
appointed by the Board or the Committee, as the case may be, in its sole discretion. In the event that the Board or the Committee,
as the case may be, determines that Non-Trustee 102 Awards, or shares issued upon the exercise thereof, or rights resulting therefore,
including bonus shares, shall be deposited with a trustee, the provisions of Section ‎(f) of this Sub-Plan shall apply, mutatis
mutandis.


 


(d)     In
the event that an Israeli Employee Participant was granted a Non-Trustee 102 Award and thereafter such Israeli Employee Participant’s
employment by the Company, or any Affiliate thereof, terminates for any reason, such Israeli Employee Participant will be obligated
to provide his employer, upon the termination of his employment, with a security or guarantee to cover any future tax obligation
resulting from the grant, exercise or disposition of the Award, the shares issuable upon the exercise thereof, or any rights resulting
therefrom, in a form satisfactory to such employer in such employer’s sole discretion.


 



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		5.	3(i)
                                         Awards.



 


(a)     Awards
granted pursuant to this Section are intended to constitute 3(i) Awards and are subject to the provisions of Section 3(i) of the
Ordinance and the general terms and conditions specified the Plan, except for provisions of the Plan applying to Awards granted
under a different tax law or regulations.


 


(b)     3(i)
Awards may be granted only to Israeli Non-Employee Participants.


 


(c)     3(i)
Awards that shall be granted pursuant to the Plan may be issued directly to the Israeli Non-Employee Participant or to a trustee
appointed by the Board or the Committee, as the case may be, in its sole discretion. In the event that the Board or the Committee,
as the case may be, determines that 3(i) Awards or shares issued upon the exercise thereof, or rights resulting therefrom, including
bonus shares, shall be deposited with a trustee, the provisions of Section 3 of this Sub-Plan shall apply, mutatis mutandis.


 


(d)     In
the event that an Israeli Non-Employee Participant was granted a 3(i) Award and thereafter such Israeli Non-Employee Participant’s
employment by the Company, or any Affiliate thereof, terminates for any reason, such Israeli Non-Employee Participant will be
obligated to provide his employer, upon the termination of his employment, with a security or guarantee to cover any future tax
obligation resulting from the grant, exercise or disposition of the Award, the shares issuable upon the exercise thereof, or any
rights resulting therefrom, in a form satisfactory to such employer in such employer’s sole discretion.


 


		6.	Restricted
                                         Shares. 



 


(a)     In
case of grant of Restricted Shares to Israeli Employee Participant, the Trustee will retain custody of the share certificate or
certificates, if any, representing the Restricted Shares during the Restriction Period and the Retained Distributions made or
declared with respect to the Restricted Shares until such time, if ever, as the Restricted Shares with respect to which such Retained
Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period
shall have expired.


 


(b)     The
Company and/or the Trustee (as the case may be) shall not be required to release any Share certificate to the Israeli Participant
or to any third party until all required tax payments have been fully made or will be made to the full satisfaction of the Company
and the Trustee.


 


		7.	The
                                         Award Agreement.



 


The
terms and conditions upon which the Awards shall be issued and exercised shall be as specified in an Award Agreement to be executed
pursuant to the Plan and this Sub-Plan. Each Award Agreement shall state, inter alia, the number of shares granted under the Award,
the type of Award granted thereunder (whether such Award is a Trustee 102 Award, and if so, whether it is a 102 Capital Gains
Award or 102 Ordinary Income Award, or a Non-Trustee 102 Award, or a 3(i) Award), the vesting provisions, the term of the Award,
and the exercise price. Any grant of Awards shall be conditioned upon the Israeli Participant’s undertaking to be subject
to the provisions of Section 102 or Section 3(i) of the Ordinance, as applicable.


 



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		8.	Fair
                                         Market Value For Israeli Tax Purposes.



 


Without
derogating from Section 1(l) of the Plan and solely for the purpose of determining the tax liability pursuant to Section
102(b)(3) of the Ordinance, if at the date of grant of a 102 Capital Gains Award the Company’s shares are listed on any
established stock exchange or a national market system, or if the Company’s shares are registered for trading within
ninety (90) days following the date of grant of the 102 Capital Gains Award, the fair market value of the shares at the date
of grant shall be determined in accordance with 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 trading,
as the case may be.


 


		9.	Exercise
                                         of Awards.



 


Awards
that represent options to purchase Shares shall be exercised by the Israeli Participant by giving a written or electronic notice
to the Company and/or to any third party designated by the Company (the “Representative”), in such form and
method as may be determined by the Company and, when applicable, by the Trustee, in accordance with the requirements of Section
102 or section 3(i), which exercise shall be effective upon receipt of such notice by the Company and/or the Representative and
the payment of the exercise price for the number of Shares with respect to which the Award is being exercised and the payment
of the tax in case of exercise of 3(i) Awards, at the Company’s or the Representative’s principal office. The notice
shall specify the number of Shares with respect to which the Award is being exercised.


 


Other
Awards shall be exercised in such form and method as may be determined by the Company and, when applicable, by the Trustee, in
accordance with the requirements of Section 102 or Section 3(i), which exercise shall be effective upon receipt of the payment
of the tax in case of exercise of 3(i) Awards;


 


For
the avoidance of doubt it is hereby clarified that no exercise of 3(i) Awards shall be affective if the applicable tax was not
paid to the Company or its Representative’s.


 


		10.	Integration
                                         of Section 102 And Tax Assessing Officer’s Permit.



 


(a)     With
respect to Trustee 102 Awards, the provisions of the Plan, this Sub-Plan and the Award Agreement shall be subject to the provisions
of Section 102 and the Tax

Assessing Officer’s permit (to the extent that such permit is issued) and/or any pre-ruling obtained by the ITA (the “Permit”),
and the provisions of the Permit shall be deemed integrated with, and a part of, the Plan, this Sub-Plan and the Award Agreement.


 


(b)     Any
provision of Section 102 or the Permit which is necessary in order to obtain or preserve any tax benefit pursuant to Section 102,
which is not expressly specified in the Plan, this Sub-Plan, or the Award Agreement, shall be deemed to have been automatically
incorporated into this Sub-Plan and binding upon the Company and the Participants who are Israeli Participants.


 


		11.	Dividends.



 


Without
derogating from the provisions of the Plan, an Israeli Participant shall be entitled to receive dividends with respect to shares
issued upon the exercise of his or her Awards, whether such shares are held by the Israeli Participant or by the Trustee (entitled
dividends with respect to shares held by the Trustee, shall be received by the Trustee) for his or her benefit, in accordance
with the provisions of the Company’s Certificate of Incorporation (including all amendments thereto), subject to any applicable
taxation on distribution of dividends and, when applicable, subject to the provisions of Section 102.


 



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		12.	Tax
                                         Consequences.



 


(a)     Any
liability for any Tax arising with respect to the Awards and the shares, including, but not limited to, as a result of the grant
of Awards, the exercise of an Award for shares, the receipt of cash, the transfer, waiver, or expiration of Awards or shares or
the disposal of shares, shall be borne solely by the Israeli Participants, and in the event of their death, by their estates or
heirs. Neither the Company nor any Affiliate nor the Trustee shall be required to pay such Taxes, directly or indirectly, nor
shall they be required to gross up such Taxes in the Israeli Participants’ salaries or remuneration. The applicable Tax
may be deducted from any cash to be provided to the Israeli Participant or from the proceeds of the disposal of the shares or
shall be paid to the Trustee or to the Company or its Affiliates by the Israeli Participants at their request, or may be provided
via any combination of the above. 


 


(b)     The
Company, its Affiliates and the Trustee shall be entitled to withhold Taxes according to the requirements of any applicable laws,
rules, and regulations, including by withholding Taxes at source and specifically under Rule 7(b) of the Rules.


 


(c)     The
Israeli Participants undertake to indemnify the Company, its Affiliates and the Trustee, immediately upon their request, for any
Tax for which the Israeli Participant is liable under any applicable law, under the Plan or this Sub-Plan, and which was paid
by the Company or the Trustee, or which the Company or the Trustee are required to pay and hold them harmless against and from
any and all liability for any such tax or interest or penalty or indexation thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withhold any such tax from payments made to the Israeli Participant. The Company
may exercise its right to such indemnification by deducting the Tax subject to indemnification from Participant’s salary
or remuneration.


 


(d)     The
Board (or the Committee, as the case may be), or when applicable, the Trustee shall not be required to release any Awards, shares,
rights resulting therefrom, including bonus shares, or stock certificates, to an Israeli Participant until all required Tax payments
and other payments to be borne by such Israeli Participant have been fully made.


 


(e)     Notwithstanding
any other provision no Israeli Participant shall have any of the rights of a shareholder with respect to any shares until Participant
pays all payments required to be paid under this Section with respect to such shares.


 


(f)     The
ramifications of any future modification of any applicable law with respect to the taxation of Awards or shares granted to Participants
shall apply to the Israeli Participants accordingly and the Israeli Participants shall bear the full cost thereof, unless such
laws, as modified, mandatorily provide otherwise. For the avoidance of doubt, should the applicability of such taxing arrangements
to the Plan, this Sub-Plan or to securities issued hereunder or thereunder be conditioned on a decision by the Company or by the
Trustee that such arrangements shall apply, the Company shall be entitled to decide, at its absolute discretion, whether to apply
such taxing arrangements and to instruct the Trustee to act accordingly.


 



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(g)     With
respect to Unapproved 102 Award, if the Israeli Participant ceases to be employed by the Company or any Affiliate, the Israeli
Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of
sale of Shares, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated thereunder.





 


(h)     Each
Participant agrees to, and undertakes to comply with, any ruling, settlement, closing agreement or other similar agreement or
arrangement with any tax authority in connection with the foregoing which is approved by the Company.


 


		13.	Voting
                                         Rights. 



 


Subject
to the provisions of the Plan, so long as any shares issued to the Trustee on behalf of an Israeli Participant, under this Sub-Plan,
to the extent Trustee decides in its sole discretion to vote such shares, then unless the Trustee is directed otherwise by the
Board or the Committee, as the case may be, such shares shall be voted in the same proportion as the result of the shareholder
vote at the shareholders meeting or written consent in respect of which the shares held by the Trustee are being voted. However,
the Trustee shall not be obligated to exercise such voting rights nor notify the Israeli Participant of any meeting of the Company's
shareholders.


 


		14.	Governing Law & Jurisdiction. 




 


This
Sub-Plan shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts
made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts in Tel Aviv
shall have sole jurisdiction in any matters pertaining to this Sub-Plan.


 


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