Exhibit
10.1


 


THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF




 


ZEDGE,
INC.


2016
STOCK OPTION AND INCENTIVE PLAN


 


1. Purpose;
Types of Awards; Construction.


 


The
purpose of the Zedge, Inc. 2016 Stock Option and Incentive Plan (the “Plan”) is to provide incentives to executive
officers, employees, directors and consultants of Zedge, Inc. (the “Company”), or any subsidiary of the Company which
now exists or hereafter is organized or acquired by the Company, to acquire a proprietary interest in the Company, to continue
as executive officers, employees, directors or consultants, to increase their efforts on behalf of the Company and to promote
the success of the Company’s business. The provisions of the Plan are intended to satisfy the requirements of Section 16(b)
of the Securities Exchange Act of 1934, as amended, and of Section 162(m) of the Internal Revenue Code of 1986, as amended, and
shall be interpreted in a manner consistent with the requirements thereof.


 


2. Definitions.


 


As
used in this Plan, the following words and phrases shall have the meanings indicated:


 


(a) “Agreement”
shall mean a written agreement entered into between the Company and a Grantee in connection with an award under the Plan.


 


(b) “Board”
shall mean the Board of Directors of the Company.


 


(c) “Change
in Control” means a change in ownership or control of the Company effected through either of the following:


 


(i) any
“person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company, (B) any
trustee or other fiduciary holding securities under an employee benefit plan of the Company, (C) any corporation or other entity
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of
Class B Common Stock, or (D) any person who, immediately following the spin-off of the Company by way of a pro rata distribution
of the Company’s Class B Common Stock to the stockholders of IDT Corporation, owned more than 25% of the combined voting
power of the Company’s then outstanding voting securities), is or becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially
owned by such person any securities acquired directly from the Company or any of its affiliates other than in connection with
the acquisition by the Company or its affiliates of a business) representing 25% or more of the combined voting power of the Company’s
then outstanding voting securities; or


 


(ii) during
any period of not more than two consecutive years, not including any period prior to the initial adoption of this Plan by the
Board, individuals who at the beginning of such period constitute the Board, and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to a consent
solicitation, relating to the election of directors of the Company) whose election by the Board or nomination for election by
the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof.


 


(d)
“Class B Common Stock” shall mean shares of Class B Common Stock, par value $.01 per share, of the Company.


 


(e) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(f) “Committee”
shall mean the Compensation Committee of the Board or such other committee as the Board may designate from time to time to administer
the Plan. The Board will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common
Stock may then be listed. For purposes of awards intended to constitute performance awards, to the extent required by Code Section
162(m), Committee means all of the members of the Committee who are “outside directors” within the meaning of Section
162(m) of the Code. For purposes of awards to Grantees who are subject to Section 16 of the Exchange Act, Committee means all
of the members of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the
Exchange Act.


 






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THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


(g) “Company”
shall mean Zedge, Inc., a corporation incorporated under the laws of the State of Delaware, or any successor corporation.


 


(h) “Continuous
Service” means that the provision of services to the Company or a Related Entity in any capacity of officer, employee, director
or consultant is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers between locations of the Company or among the Company, any Related Entity or any successor
in any capacity of officer, employee, director or consultant, or (iii) any change in status as long as the individual remains
in the service of the Company or a Related Entity in any capacity of officer, employee, director or consultant (except as otherwise
provided in the applicable Agreement). An approved leave of absence shall include sick leave, short-term disability, maternity
leave, military leave (including without limitation service in the National Guard or the Army Reserves) and any other personal
leave approved by the Company or the Committee. For purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days unless reemployment upon expiration of such leave is guaranteed by statute or contract.


 


(i) “Corporate
Transaction” means any of the following transactions:


 


(i) a
merger or consolidation of the Company with any other corporation or other entity, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving or parent entity) 80% or more of the combined
voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger
or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction)
in which no “person” (as defined in the Exchange Act) acquired 25% or more of the combined voting power of the Company’s
then outstanding securities; or


 


(ii) a
plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially
all of its assets (or any transaction having a similar effect).


 


(j) “Disability”
shall mean cause for termination of a Grantee’s employment or service due to a determination
that the Grantee is disabled in accordance with a long-term disability insurance
program maintained by the Company or atotal and permanent disability as defined in Code Section 22(e)(3).


 


(k) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(l) “Fair
Market Value” per share as of a particular date shall mean (i) the closing sale price per share of Class B Common Stock
on the national securities exchange on which the Class B Common Stock is principally traded for the last preceding date on which
there was a sale of Class B Common Stock on such exchange, or (ii) if the shares of Class B Common Stock are then traded in an
over-the-counter market, the average of the closing bid and asked prices for the shares of Class B Common Stock in such over-the-counter
market for the last preceding date on which there was a sale of Class B Common Stock in such market, or (iii) if the shares of
Class B Common Stock are not then readily tradable on an established securities market, such value as the Committee, in its sole
discretion, shall determine, provided however that such determination (A) with respect to Nonqualified Stock Options, shall be
in good faith using a “reasonable application of a reasonable valuation method” within the meaning of Treasury Regulation
Section 1.409A-1(b)(5)(iv)(B), and (B) with respect to Incentive Stock Options, shall be in a manner that satisfies the applicable
requirements of Code Section 422.


  


(m) “Grantee”
shall mean a person who receives a grant of Options or Restricted Stock under the Plan.


 


(n) “Incentive
Stock Option” shall mean any option intended to be, and designated as, an incentive stock option within the meaning of Section
422 of the Code.


 






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THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


(o) “Insider”
shall mean a Grantee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.


 


(p) “Insider
Trading Policy” shall mean the Insider Trading Policy of the Company, as may be amended from time to time.


 


(q)
“Non-Employee Director” means a member of the Board or the board of directors of any Subsidiary (other than any Subsidiary
that has either (A) a class of “equity securities” (as defined in Rule 3a11-1 promulgated under the Exchange
Act) registered under the Exchange Act or a similar foreign statute or (B) adopted any stock option plan, equity compensation
plan or similar employee benefit plan in which non-employee directors of such Subsidiary are eligible to participate) who is not
an employee of the Company or any Subsidiary.


 


(r)
“Non-Employee Director Annual Grant” shall mean an award of a number of shares of Restricted Stock as shall be equal
up to $50,000 based on the average closing prices of the Class B common stock on the NYSE MKT for the December preceding the date
of grant.


 


(s)
“Non-Employee Director Grant Date” shall mean January 5 of the applicable year (or the following business day
if January 5 is not a business day).


 


(t) “Nonqualified
Stock Option” shall mean any option not designated as an Incentive Stock Option.


 


(u) “Option”
or “Options” shall mean a grant to a Grantee of an option or options to purchase shares of Class B Common Stock.


 


(v) “Option
Agreement” shall have the meaning set forth in Section 6 of the Plan.


 


(w) “Option
Price” shall mean the exercise price of the shares of Class B Common Stock covered by an Option.


 


(x) “Parent”
shall mean any company (other than the Company) in an unbroken chain of companies ending with the Company if, at the time of granting
an award under the Plan, each of the companies other than the Company owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other companies in such chain.


 


(y) “Related
Entity” means any Parent, Subsidiary or any business, corporation, partnership, limited liability company or other entity
in which the Company, a Parent or a Subsidiary holds a substantial ownership interest, directly or indirectly. The
term “substantial ownership interest” means the possession, directly or indirectly, of the power to direct the management
and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.


 


(z)
“Restricted Period” shall have the meaning set forth in Section 9(b) of the Plan.


 


(aa)
“Restricted Stock” means shares of Class B Common Stock issued under the Plan to a Grantee for such consideration,
if any, and subject to such restrictions on transfer, rights of refusal, repurchase provisions, forfeiture provisions and other
terms and conditions as shall be determined by the Committee.


 


(bb) “Related
Entity Disposition” means the sale, distribution or other disposition by the Company of all or substantially all of the
Company’s interest in any Related Entity effected by a sale, merger or consolidation or other transaction involving such
Related Entity or the sale of all or substantially all of the assets of such Related Entity.


 


(cc) “Retirement”
shall mean a Grantee’s retirement in accordance with the terms of any tax-qualified retirement plan maintained by the Company
or any of its affiliates in which the Grantee participates.


 


(dd) “Rule
16b-3” shall mean Rule 16b-3, as from time to time in effect, promulgated under the Exchange Act, including any successor
to such Rule.


 






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THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


(ee) “Subsidiary”
shall mean any company (other than the Company) in an unbroken chain of companies beginning with the Company if each of the companies
other than the last company in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other companies in such chain.


 


(ff)
“Tax Event” shall have the meaning set forth in Section 15 of the Plan.


 


(gg) “Ten
Percent Stockholder” shall mean a Grantee who at the time an Incentive Stock Option is granted, owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary.


 


3. Administration.


 


(a) The
Plan shall be administered by the Committee.


 


(b) The
Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan,
to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary
or advisable in the administration of the Plan, including, without limitation, the authority to grant Options and Restricted Stock;
to determine which options shall constitute Incentive Stock Options and which Options shall constitute Nonqualified Stock Options;
to determine the purchase price of the shares of Class B Common Stock covered by each Option; to determine the persons to whom,
and the time or times at which awards shall be granted; to determine the number of shares to be covered by each award; to interpret
the Plan and any award under the Plan; to reconcile any inconsistent terms in the Plan or any award under the Plan; to prescribe,
amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Agreements (which need
not be identical) and to cancel or suspend awards, as necessary; and to make all other determinations deemed necessary or advisable
for the administration of the Plan.


 


(c) All
decisions, determination and interpretations of the Committee shall be final and binding on all Grantees of any awards under this
Plan. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect
to the Plan or any award granted hereunder.


 


(d) The
Committee may delegate to one or more executive officers of the Company the authority to (i) grant awards under the Plan to employees
of the Company and its Subsidiaries who are not officers or directors of the Company, (ii) execute and deliver documents or take
such other ministerial actions on behalf of the Committee with respect to awards and (iii) to make interpretations of the Plan.
The grant of authority in this Section 3(d) shall be subject to such conditions and limitations as may be determined by the Committee.
If the Committee delegates authority to any such executive officer or executive officers of the Company pursuant to this Section
3(d), and such executive officer or executive officers grant awards pursuant to such delegated authority, references in this Plan
to the “Committee” as they relate to such awards shall be deemed to refer to such executive officer or executive officers,
as applicable.


 


4. Eligibility.


 


Awards
may be granted to executive officers, employees, directors and consultants of the Company or of any Subsidiary. In addition to
any other awards granted to Non-Employee Directors hereunder, awards shall be granted to Non-Employee Directors pursuant to Section 10
of the Plan. In determining the persons to whom awards shall be granted and the number of shares to be covered by each award,
the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success
of the Company and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the
Plan.


 


5. Stock.


 


(a) The
maximum number of shares of Class B Common Stock reserved for the grant of awards under the Plan shall be [________________] (after
giving effect to the stock split of the Company’s shares of common stock to be effective prior to the Company’s spinoff
from IDT Corporation), subject to adjustment as provided in Section 11 of the Plan. Such shares may, in whole or in part, be authorized
but unissued shares or shares that shall have been or may be reacquired by the Company.


 






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THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


(b) If
any outstanding award under the Plan should, for any reason expire, be canceled or be forfeited without having been exercised
in full, the shares of Class B Common Stock allocable to the unexercised, canceled or terminated portion of such award shall (unless
the Plan shall have been terminated) become available for subsequent grants of awards under the Plan, unless otherwise determined
by the Committee.


 


(c)  In
no event may a Grantee be granted during any calendar year Options to acquire more than an aggregate of 60,000 shares of Class
B Common Stock subject to adjustment as provided in Section 11 of the Plan.


 


6. Terms
and Conditions of Options.


 


(a) OPTION
AGREEMENT.  Each Option granted pursuant to the Plan shall be evidenced by a written agreement between the Company and
the Grantee (the “Option Agreement”), in such form and containing such terms and conditions as the Committee shall
from time to time approve, which Option Agreement shall comply with and be subject to the following terms and conditions, unless
otherwise specifically provided in such Option Agreement. For purposes of interpreting this Section 6, a director’s service
as a member of the Board or a consultant’s service shall be deemed to be employment with the Company.


 


(b) NUMBER
OF SHARES.  Each Option Agreement shall state the number of shares of Class B Common Stock to which the Option relates.


 


(c) TYPE
OF OPTION.  Each Option Agreement shall specifically state that the Option constitutes an Incentive Stock Option or
a Nonqualified Stock Option. In the absence of such designation, the Option will be deemed to be a Nonqualified Stock Option.


 


(d) OPTION
PRICE.  Each Option Agreement shall state the Option Price, which, in the case of an Incentive Stock Option, shall not
be less than one hundred percent (100%) of the Fair Market Value of the shares of Class B Common Stock covered by the Option on
the date of grant. The Option Price shall be subject to adjustment as provided in Section 9 of the Plan.


 


(e) MEDIUM
AND TIME OF PAYMENT.  The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Class
B Common Stock having a Fair Market Value equal to such Option Price or in a combination of cash and Class B Common Stock including
a cashless exercise procedure through a broker-dealer or otherwise; provided, however, that in the case of an Incentive Stock
Option, the medium of payment shall be determined at the time of grant and set forth in the applicable Option Agreement.


 


(f) TERM
AND EXERCISABILITY OF OPTIONS.  Each Option Agreement shall provide the exercise schedule for the Option as determined
by the Committee, provided, that, the Committee shall have the authority to accelerate the exercisability of any outstanding option
at such time and under such circumstances as it, in its sole discretion, deems appropriate. The exercise period will be ten (10)
years from the date of the grant of the option unless otherwise determined by the Committee; provided, however, that in the case
of an Incentive Stock Option, such exercise period shall not exceed ten (10) years from the date of grant of such Option. The
exercise period shall be subject to earlier termination as provided in Sections 6(g) and 6(h) of the Plan. An Option may be exercised,
as to any or all full shares of Class B Common Stock as to which the Option has become exercisable, by written notice delivered
in person or by mail to the administrator designated by the Company, specifying the number of shares of Class B Common Stock with
respect to which the Option is being exercised.


 


(g) TERMINATION
OF CONTINUOUS SERVICE. Except as expressly provided for in an applicable Option Agreement or as provided in this Section 6(g)
and in Section 6(h) of the Plan, an Option may not be exercised unless the Grantee is then in the employ of, or maintaining a
director or consultant relationship with, or otherwise a service provider to, the Company or a Subsidiary thereof (or a company
or a Parent or Subsidiary of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code
applies), and unless the Grantee has remained in Continuous Service with the Company or any Subsidiary since the date of grant
of the Option. In the event that the Continuous Service of a Grantee shall terminate (other than by reason of death, Disability
or Retirement), all Options of such Grantee that are exercisable at the time of Grantee’s termination may, unless earlier
terminated in accordance with their terms, be exercised within one hundred eighty (180) days after the date of termination (or
such different period as the Committee or the applicable Option Agreement shall prescribe).


 






    	 	5	 



     


    

 


THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


(h) DEATH,
DISABILITY OR RETIREMENT OF GRANTEE.  Unless otherwise expressly provided for in an Option Agreement, if a Grantee shall
die while providing Continuous Service or if the Grantee’s Continuous Service shall terminate by reason of Disability, all
Options theretofore granted to such Grantee (to the extent otherwise exercisable) may, unless earlier terminated in accordance
with their terms, be exercised by the Grantee or by the Grantee’s estate or by a person who acquired the right to exercise
such Options by bequest or inheritance or otherwise by result of death or Disability of the Grantee, at any time within three
hundred sixty five (365) days after the death or Disability of the Grantee (or such different period as the applicable Option
Agreement or the Committee shall prescribe). In the event that an Option granted hereunder shall be exercised by the legal representatives
of a deceased or former Grantee, written notice of such exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of the right of such legal representative to exercise such Option. In the event that the Continuous Service
of a Grantee shall terminate on account of such Grantee’s Retirement, all Options of such Grantee that are exercisable at
the time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within one
hundred eighty (180) days after the date of such Retirement (or such different period as the applicable Option Agreement or the
Committee shall prescribe).


 


(i) OTHER
PROVISIONS.  The Option Agreements evidencing awards under the Plan shall contain such other terms and conditions not
inconsistent with the Plan as the Committee may determine.


 


7. Nonqualified
Stock Options.


 


Options
granted pursuant to this Section 7 are intended to constitute Nonqualified Stock Options and shall be subject only to the general
terms and conditions specified in Section 6 of the Plan.


 


8. Incentive
Stock Options.


 


Options
granted pursuant to this Section 8 are intended to constitute Incentive Stock Options and shall be subject to the following special
terms and conditions, in addition to the general terms and conditions specified in Section 6 of the Plan:


 


(a) LIMITATION
ON VALUE OF SHARES.  To the extent that the aggregate Fair Market Value of shares of Class B Common Stock subject to
Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Subsidiary) exceeds $100,000, such excess Options, to the extent of the shares covered
thereby in excess of the foregoing limitation, shall be treated as Nonqualified Stock Options. For this purpose, Incentive Stock
Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the shares of Class
B Common Stock shall be determined as of the date that the Option with respect to such shares was granted.


 


(b) TEN
PERCENT STOCKHOLDER.  In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, (i) the Option
Price shall not be less than one hundred ten percent (110%) of the Fair Market Value of the shares of Class B Common Stock on
the date of grant of such Incentive Stock Option, and (ii) the exercise period shall not exceed five (5) years from the date of
grant of such Incentive Stock Option.


 


9. Restricted
Stock. 


 


The
Committee may award shares of Restricted Stock to any eligible executive officer, employee, director or consultant of the Company
or of any Subsidiary. Each award of Restricted Stock under the Plan shall be evidenced by a written Agreement between the Company
and the Grantee, in such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject
to the following terms and conditions, unless otherwise specifically provided in such Agreement:


 


(a)
NUMBER OF SHARES. Each Agreement shall state the number of shares of Restricted Stock to be subject to an award.


 






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THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


(b)
RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution, for such period as the Committee shall determine from the
date on which the award is granted (the “Restricted Period”). The Committee may also impose such additional or alternative
restrictions and conditions on the shares as it deems appropriate including, but not limited to, the satisfaction of performance
criteria. Such performance criteria may include sales, earnings before interest and taxes, return on investment, earnings per
share, any combination of the foregoing or rate of growth of any of the foregoing, as determined by the Committee. The Company
may, at its option, maintain issued shares in book entry form. Certificates, if any, for shares of stock issued pursuant to Restricted
Stock awards shall bear an appropriate legend referring to such restrictions, and any attempt to dispose of any such shares of
stock in contravention of such restrictions shall be null and void and without effect. During the Restricted Period, any such
certificates shall be held in escrow by an escrow agent appointed by the Committee. In determining the Restricted Period of an
award, the Committee may provide that the foregoing restrictions shall lapse with respect to specified percentages of the awarded
shares on successive anniversaries of the date of such award.


 


(c)
FORFEITURE. Subject to such exceptions as may be determined by the Committee, if the Grantee’s Continuous Service
with the Company or any Subsidiary shall terminate for any reason prior to the expiration of the Restricted Period of an award,
any shares remaining subject to restrictions (after taking into account the provisions of Subsection (e) of this Section 9)
shall thereupon be forfeited by the Grantee and transferred to, and retired by, the Company without cost to the Company or such
Subsidiary, and such shares shall become available for subsequent grants of awards under the Plan, unless otherwise determined
by the Committee.


 


(d)
OWNERSHIP. During the Restricted Period, the Grantee shall possess all incidents of ownership of such shares, subject
to Subsection (b) of this Section 9, including the right to receive dividends with respect to such shares and to vote
such shares.


 


(e)
ACCELERATED LAPSE OF RESTRICTIONS. Upon the occurrence of any of the events specified in Section 12 of the Plan
(and subject to the conditions set forth therein), all restrictions then outstanding on any shares of Restricted Stock awarded
under the Plan shall lapse as of the applicable date set forth in Section 12. The Committee shall have the authority (and
the Agreement may so provide) to cancel all or any portion of any outstanding restrictions prior to the expiration of the Restricted
Period with respect to any or all of the shares of Restricted Stock awarded on such terms and conditions as the Committee shall
deem appropriate.


 


10.
Non-Employee Director Restricted Stock. 


 


The
provisions of this Section 10 shall apply only to certain grants of Restricted Stock to Non-Employee Directors, as provided
below. Except as set forth in this Section 10, the other provisions of the Plan shall apply to grants of Restricted Stock
to Non-Employee Directors to the extent not inconsistent with this Section. For purposes of interpreting Section 6 of the
Plan and this Section 10, a Non-Employee Director’s service as a member of the Board or the board of directors of any
Subsidiary shall be deemed to be employment with the Company.


 


(a)
GENERAL. Non-Employee Directors shall receive Restricted Stock in accordance with this Section 10. Restricted Stock
granted pursuant to this Section 10 shall be subject to the terms of such section and shall not be subject to discretionary
acceleration of vesting by the Committee. Unless determined otherwise by the Committee, Non-Employee Directors shall not receive
separate and additional grants hereunder for being a Non-Employee Director of (i) the Company and a Subsidiary or (ii) more
than one Subsidiary.


 


(b)
INITIAL GRANTS OF RESTRICTED STOCK. A Non-Employee Director who first becomes a Non-Employee Director shall receive a pro-rata
amount (based on projected quarters of service to the following Non-Employee Director Grant Date) of a Non-Employee Director Annual
Grant on his date of appointment as a Non-Employee Director.


 


(c)
ANNUAL GRANTS OF RESTRICTED STOCK. On each Non-Employee Director Grant Date, each Non-Employee Director shall receive a
Non-Employee Director Annual Grant.


 


(d)
VESTING OF RESTRICTED STOCK. Restricted Stock granted under this Section 10 shall be fully vested two years following
the date of grant.  


 






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THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


11.
Effect of Certain Changes.


 


(a) ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION.  In the event of any extraordinary dividend, stock dividend, recapitalization, merger,
consolidation, stock split, warrant or rights issuance, or combination or exchange of such shares, or other similar transactions,
the Committee shall equitably adjust (i) the maximum number of Options or shares of Restricted Stock that may be awarded to a
Grantee in any calendar year (as provided in Section 5 hereof), (ii) the number of shares of Class B Common Stock available for
awards under the Plan, (iii) the number and/or kind of shares covered by outstanding awards and (iv) the price per share of Options
so as to reflect such event and preserve the value of such awards; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated.


 


(b) CHANGE
IN CLASS B COMMON STOCK.  In the event of a change in the Class B Common Stock as presently constituted that is limited
to a change of all of its authorized shares of Class B Common Stock, into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed to be the Class B Common Stock within the meaning
of the Plan.


 


12. Corporate
Transaction; Change in Control; Related Entity Disposition.


 


(a) CORPORATE
TRANSACTION.  In the event of a Corporate Transaction, each award which is at the time outstanding under the Plan shall
automatically become fully vested and exercisable and, in the case of an award of Restricted Stock, shall be released from any
restrictions on transfer (except with regard to the Insider Trading Policy and such other agreements between the Grantee and the
Company) and repurchase or forfeiture rights, immediately prior to the specified effective date of such Corporate Transaction.
Effective upon the consummation of the Corporate Transaction, all outstanding awards of Options under the Plan shall terminate,
unless otherwise determined by the Committee. However, all such awards shall not terminate if the awards are, in connection with
the Corporate Transaction, assumed by the successor corporation or Parent thereof.


 


(b) CHANGE
IN CONTROL.  In the event of a Change in Control (other than a Change in Control which is also a Corporate Transaction),
each award which is at the time outstanding under the Plan automatically shall become fully vested and exercisable and, in the
case of an award of Restricted Stock, shall be released from any restrictions on transfer and repurchase or forfeiture rights,
immediately prior to the specified effective date of such Change in Control.


 


(c) RELATED
ENTITY DISPOSITION.  The Continuous Service of each Grantee (who is primarily engaged in service to a Related Entity
at the time it is involved in a Related Entity Disposition) shall terminate effective upon the consummation of such Related Entity
Disposition, and each outstanding award of such Grantee under the Plan shall become fully vested and exercisable and, in the case
of an award of Restricted Stock, shall be released from any restrictions on transfer (except with regard to the Insider Trading
Policy and such other agreements between the Grantee and the Company). Unless otherwise determined by the Committee, the Continuous
Service of a Grantee shall not be deemed to terminate (and each outstanding award of such Grantee under the Plan shall not become
fully vested and exercisable and, in the case of an award of Restricted Stock, shall not be released from any restrictions on
transfer) if (i) a Related Entity Disposition involves the spin-off of a Related Entity, for so long as such Grantee continues
to remain in the service of such entity that constituted the Related Entity immediately prior to the consummation of such Related
Entity Disposition (“SpinCo”) in any capacity of officer, employee, director or consultant or (ii) an outstanding
award is assumed by the surviving corporation (whether SpinCo or otherwise) or its parent entity in connection with a Related
Entity Disposition.


 


(d) SUBSTITUTE
AWARDS.  The Committee may grant awards under the Plan in substitution of stock-based incentive awards held by employees,
consultants or directors of another entity who become employees, consultants or directors of the Company or any Subsidiary by
reason of a merger or consolidation of such entity with the Company or any Subsidiary, or the acquisition by the Company or a
Subsidiary of property or equity of such entity, upon such terms and conditions as the Committee may determine, and such awards
shall not count against the share limitation set forth in Section 5 of the Plan.


 


13. Period
During which Awards May Be Granted.


 


Awards
may be granted pursuant to the Plan from time to time within a period of ten (10) years from May [_], 2016, the date the Board
adopted the Plan.


 






    	 	8	 



     


    

 


THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


14. Transferability
of Awards.


 


(a) Incentive
Stock Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by the laws
of descent and distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee or his or her guardian
or legal representative.


 


(b) Nonqualified
Stock Options shall be transferable in the manner and to the extent acceptable to the Committee, as evidenced by a writing signed
by the Company and the Grantee. Nonqualified Stock Options shall be transferable by a Grantee as a gift to the Grantee’s
“family members” (as defined in Form S-8) under such terms and conditions as may be established by the Committee;
provided that the Grantee receives no consideration for the transfer. Notwithstanding the transfer by a Grantee of a Nonqualified
Stock Option, the transferred Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were
applicable to the Nonqualified Stock Option immediately before the transfer (including, without limitation, the Insider Trading
Policy) and the Grantee will continue to remain subject to the withholding tax requirements set forth in Section 15 hereof.


 


(c) The
terms of any award granted under the Plan, including the transferability of any such award, shall be binding upon the executors,
administrators, heirs and successors of the Grantee.


 


(d)
Each Grantee who receives an award shall comply with any policy adopted by the Company from time to time covering transactions
in the Company’s securities. By way of example, and not limitation, Restricted Stock shall remain subject to the Insider
Trading Policy after the Restricted Period.


 


15. Agreement
by Grantee regarding Withholding Taxes. 


 


If
the Committee shall so require, as a condition of exercise of an Option or the expiration of a Restricted Period (each a “Tax
Event”), each Grantee shall agree that no later than the date of the Tax Event, the Grantee will pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law
to be withheld upon the Tax Event. Unless determined otherwise by the Committee, a Grantee shall permit, to the extent permitted
or required by law, the Company to withhold federal, state and local taxes of any kind required by law to be withheld upon the
Tax Event from any payment of any kind due to the Grantee. Unless otherwise determined by the Committee, any such above-described
withholding obligation may, in the discretion of the Company, be satisfied by the withholding by the Company or delivery to the
Company of Class B Common Stock.


 


16. Rights
as a Stockholder.


 


Except
as provided in Section 9(d) of the Plan, a Grantee or a transferee of an award shall have no rights as a stockholder with
respect to any shares covered by the award until the date of the issuance of such shares to him or her. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights
for which the record date is prior to the date such shares are issued, except as provided in Section 11(a) of the Plan.


 


17. No
Rights to Employment; Forfeiture of Gains.


 


Nothing
in the Plan or in any award granted or Agreement entered into pursuant hereto shall confer upon any Grantee the right to continue
as a director of, in the employ of, or in a consultant relationship with, the Company or any Subsidiary or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to interfere with or limit in any way the right of the
Company or any such Subsidiary to terminate such Grantee’s employment or consulting relationship. Awards granted under the
Plan shall not be affected by any change in duties or position of a Grantee as long as such Grantee continues to be employed by,
or in a consultant relationship with, or a director of the Company or any Subsidiary. The Agreement for any award under the Plan
may require the Grantee to pay to the Company any financial gain realized from the prior exercise, vesting or payment of the award
in the event that the Grantee engages in conduct that violates any non-compete, non-solicitation or non-disclosure obligation
of the Grantee under any agreement with the Company or any Subsidiary, including, without limitation, any such obligations provided
in the Agreement.


 






    	 	9	 



     


    

 


THIS
IS THE FORM OF THE 2016 STOCK OPTION AND INCENTIVE PLAN THAT IS INTENDED TO BE ADOPTED BY

 ZEDGE, INC., TO BE EFFECTIVE UPON CONSUMMATION
OF THE SPIN-OFF


 


18. Beneficiary.


 


A
Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor
or administrator of the Grantee’s estate shall be deemed to be the Grantee’s beneficiary.


 


19. Approval;
Amendment and Termination of the Plan.


 


(a) APPROVAL.  The
Plan initially became effective when adopted by the Board on May [_], 2016 and shall terminate on the tenth anniversary of such
date (except as to awards outstanding on that date). The Plan was ratified by the Company’s stockholder on May [_], 2016.


 


(b) AMENDMENT
AND TERMINATION OF THE PLAN.  The Board, or the Committee if so delegated by the Board, at any time and from time to
time may suspend, terminate, modify or amend the Plan; however, unless otherwise determined by the Board, or the Committee if
applicable, an amendment that requires stockholder approval in order for the Plan to continue to comply with any law, regulation
or stock exchange requirement shall not be effective unless approved by the requisite vote of stockholders. Except as provided
in Section 11(a) of the Plan, no suspension, termination, modification or amendment of the Plan may adversely affect any award
previously granted, unless the written consent of the Grantee is obtained.


 


20. Governing
Law.


 


The
Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.


 


21. Section
409A of the Code.


 


It
is the intention of the Company that no award shall be “deferred compensation” subject to Section 409A of the Code,
unless and to the extent that the Committee specifically determines otherwise as provided in this Section 21, and the Plan and
the terms and conditions of all awards shall be interpreted accordingly. The terms and conditions governing any awards that the
Committee determines will be subject to Section 409A of the Code shall be set forth in the applicable award Agreement and shall
comply in all respects with Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, if one or more
of the payments or benefits received or to be received by a Grantee pursuant to an award would cause the Grantee to incur any
additional tax or interest under Section 409A of the Code, the Committee may reform such provision to maintain to the maximum
extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.
Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements
of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment
under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable
to any Grantee for any tax, interest, or penalties that Grantee might owe as a result of the grant, holding, vesting, exercise,
or payment of any award under the Plan.


 


 


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