Blue
Sphere Corp. 


 


Global
Share Incentive Plan (2010)


 


1.          Name
And Purpose.


 


1.1           This
plan, which has been adopted by the Board of Directors of the Company, Blue Sphere Corp., as amended from time to time, shall be
known as the Blue Sphere Corp. Global Share Incentive Plan (2010) (the “Plan”).


 


1.2           The
purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide
additional incentive to Service Providers of the Company and its affiliates and subsidiaries, if any, and to promote the Company's
business by providing such individuals with opportunities to receive Awards pursuant to the Plan and to strengthen the sense of
common interest between such individuals and the Company's Stockholders.


 


1.3           Awards
granted under the Plan to Service Providers in various jurisdictions may be subject to specific terms and conditions for such grants
may be set forth in one or more separate appendix to the Plan, as may be approved by the Board of Directors of the Company from
time to time.


 


2.          Definitions


 


“Administrator”
shall mean the Board of Directors or a Committee.


 


“Appendix”
shall mean any appendix to the Plan adopted by the Board of Directors containing country-specific or other special terms relating
to Awards including additional terms with respect to grants of restricted stock and other equity-based Awards.


 


“Award”
shall mean a grant of Options or allotment of Shares or other equity-based award hereunder. All Awards shall be confirmed by an
Award Agreement, and subject to the terms and conditions of such Award Agreement.


 


“Award Agreement”
shall mean a written instrument setting forth the terms applicable to a particular Award.


 


“Board of
Directors” shall mean the board of directors of the Company.


 


“Cause”
shall have the meaning ascribed to such term or a similar term as set forth in the Participant’s employment agreement
or the agreement governing the provision of services by a non-employee Service Provider, or, in the absence of such a definition:
(i) conviction (or plea of nolo contendere) of any felony or crime involving moral turpitude or affecting the Company; (ii)
repeated and unreasonable refusal to carry out a reasonable and lawful directive of the Company or of Participant’s supervisor
which involves the business of the Company or its affiliates and was capable of being lawfully performed; (iii) fraud or embezzlement
of funds of the Company or its affiliates; (iv) any breach by a director of his / her fiduciary duties or duties of care towards
the Company; and (v) any disclosure of confidential information of the Company or breach of any obligation not to compete with
the Company or not to violate a restrictive covenant.


 


“Committee”
shall mean a compensation committee or other committee as may be appointed and maintained by the Board of Directors, in its discretion,
to administer the Plan, to the extent permissible under applicable law, as amended from time to time.


 



    	 



    	 



    

 


“Company”
shall mean Blue Sphere Corp., a Nevada Corporation, and its successors and assigns.


 


“Consultant”
means any entity or individual who (either directly or, in the case of an individual, through his or her employer) is an advisor
or consultant to the Company or its subsidiary or affiliate.


 


“Corporate
Charter” shall mean the Certificate of Incorporation and By-laws of the Company, and any subsequent amendments or replacements
thereto.


 


“Disability”
shall have the meaning ascribed to such term or a similar term in the Participant's employment agreement (where applicable),
or in the absence of such a definition, the inability of the Participant, in the opinion of a qualified physician acceptable to
the Company, to perform the major duties of the Participant’s position with the Company because of the sickness or injury
of the Participant for a consecutive period of 90 days.


 


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


 


(i) If the Shares are
listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq Small Cap Market, the Fair Market
Value of a Share of common stock of the Company shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the common
stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source
as the Board deems reliable.


 


(ii) In the absence
of such markets for the Shares, the Fair Market Value shall be determined in good faith by the Board.


 


“IPO”
shall mean an initial offering of the Company’s Shares to the public in an underwritten offering under an applicable registration
statement.


 


“Options”
shall mean options to purchase Shares awarded under the Plan.


 


“Participant”
shall mean a recipient of an Award hereunder who executes an Award Agreement.


 


“Restricted
Stock” means an Award of Shares under this Plan that is subject to the terms and conditions of Section 7.


 


“Service
Provider” shall mean an employee, director, office holder or Consultant of the Company or its subsidiary or affiliate.


 


“Shares”
shall mean shares of common stock, par value US$ 0.0001 per share, of the Company.


 


“Transaction”
shall have the meaning set forth in Section 10.2.


 


3.          Administration
of the Plan.


 


3.1           The
Plan will be administered by the Administrator. If the Administrator is a Committee, such Committee will consist of such number
of members of the board of directors of the Company (not less than two in number), as may be determined from time to time by the
Board of Directors. The Board of Directors shall appoint such members of the Committee, may from time to time remove members from,
or add members to, the Committee, and shall fill vacancies in the Committee however caused.


 



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3.2           The
Committee, if appointed, shall select one of its members as its Chairman and shall hold its meetings at such times and places as
it shall determine. Actions at a meeting of the Committee at which a majority of its members are present or acts approved in writing
by all members of the Committee shall be the valid acts of the Committee. The Committee shall appoint a secretary, who shall keep
records of its meetings and shall make such rules and regulations for the conduct of its business and the implementation of the
Plan, as it shall deem advisable, subject to the directives of the Board of Directors and in accordance with applicable law.


 


3.3           Subject
to the general terms and conditions of the Plan, and in particular Section 3.4 below, the Administrator shall have full authority
in its discretion, from time to time and at any time, to determine (i) eligible Participants, (ii) the number of Options or Shares
to be covered by each Award, (iii) the time or times at which the Award shall be granted, (iv) the vesting schedule and other terms
and conditions applying to Awards, (v) the form(s) of written agreements applying to Awards, and (vi) any other matter which is
necessary or desirable for, or incidental to, the administration of the Plan and the granting of Awards. The Board of Directors
may, in its sole discretion, delegate some or all of the powers listed above to the Committee, to the extent permitted by applicable
law, its Corporate Charter or other applicable law, rules and regulations.


 


3.4           No
member of the Board of Directors or of the Committee shall be liable for any action or determination made in good faith with respect
to the Plan or any Award granted hereunder. Subject to the Company’s decision and to all approvals legally required, each
member of the Board or the Committee shall be indemnified and held harmless by the Company against any cost or expense (including
counsel fees) reasonably incurred by him or her, or any liability (including any sum paid in settlement of a claim with the approval
of the Company) arising out of any act or omission to act in connection with the Plan unless arising out of such member’s
own willful misconduct or bad faith, to the fullest extent permitted by applicable law. Such indemnification shall be in addition
to any rights of indemnification the member may have as a director or otherwise under the Company’s Corporate Charter, any
agreement, any vote of stockholders or disinterested directors, insurance policy or otherwise.


 


3.5           The
interpretation and construction by the Administrator of any provision of the Plan or of any Option hereunder shall be final and
conclusive. In the event that the Board appoints a Committee, the interpretation and construction by the Committee of any provision
of the Plan or of any Option hereunder shall be conclusive unless otherwise determined by the Board of Directors. To avoid doubt,
the Board of Directors may at any time exercise any powers of the Administrator, notwithstanding the fact that a Committee has
been appointed.


 


3.6           The
Administrator shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent
permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe
and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan. The Administrator may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to
effectuate the purpose and intent of the Plan. Notwithstanding the foregoing, no action of the Administrator under this Section
‎3.6 not otherwise provided for herein or in an Award Agreement shall reduce the vested rights of any Participant without
the Participant’s consent. 


 


3.7           Without
limiting the generality of the foregoing, the Administrator may adopt special appendices and/or guidelines and provisions for
persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions, to comply with
applicable laws, regulations, or accounting, listing or other rules with respect to such domestic or foreign jurisdictions.


 



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		4.	Eligible
                                                                                                                                                                 Participants.



 


4.1           No
Award may be granted pursuant to the Plan to any person serving as a member of the Committee or to any other Director of the Company
at the time of the grant, unless such grant is approved in the manner prescribed for the approval of compensation of directors
under applicable law.


 


4.2           Subject
to the limitation set forth in Section ‎4.1 above and any
restriction imposed by applicable law, Awards may be granted to any Service Provider of the Company, whether
or not a director of the Company or its affiliates. The grant of an Award to a Participant hereunder shall neither
entitle such Participant to receive an additional Award or participate in other incentive plans of the Company, nor disqualify
such Participant from receiving any additional Award or participating in other incentive plans of the Company.


 


		5.	Reserved
                                                                                                                                                                 Shares.



 


The Company shall
determine the number of Shares reserved hereunder from time to time, and such number may be increased or decreased by the Company
from time to time. Any Shares under the Plan, in respect of which the right hereunder of a Participant to purchase the same shall
for any reason terminate, expire or otherwise cease to exist, shall again be available for grant as Awards under the Plan. Any
Shares that remain unissued and are not subject to Awards at the termination of the Plan shall cease to be reserved for purposes
of the Plan. Until termination of the Plan the Company shall at all times reserve a sufficient number of Shares to meet the requirements
of the Plan.


 


		6.	Award Agreement.



 


6.1           The
Board of Directors in its discretion may award to Participants Awards available under the Plan. The terms of the Award will be
set forth in the Award Agreement. The date of grant of each Award shall be the date specified by the Board of Directors at the
time such award is made, or in the absence of such specification, the date of approval of the award by the Board of Directors.


 


6.2           The
Award Agreement shall state, inter alia, the number of Options or Shares or equity-based units covered thereby, the type
of Option or Share-based or other grant awarded, any special terms applying to such Award (if any), including the terms of any
country-specific or other applicable Appendix, as determined by the Board of Directors.


 


		7.	Restricted
Stock and Other Equity-Based Awards.



 


7.1           Eligibility.
Restricted Stock may be issued to all Participants either alone or in addition to other Awards granted under the Plan. The Administrator
shall determine the eligible Participants to whom, and the time or times at which, grants of Restricted Stock will be made, the
number of shares to be awarded, the purchase price (if any) to be paid by the Participant (subject to Section 7.2), the time or
times at which such Awards may be subject to forfeiture (if any), the vesting schedule (if any) and rights to acceleration thereof,
and all other terms and conditions of the Awards. The Administrator may condition the grant or vesting of Restricted Stock upon
the attainment of specified performance targets or such other factors as the Administrator may determine, in its sole discretion.
Unless otherwise determined by the Administrator , the Participant shall not be permitted to sell or transfer shares of Restricted
Stock awarded under this Plan during a period set by the Administrator (if any) (the “Restriction Period”) commencing
with the date of such Award, as set forth in the applicable Award agreement.


 


7.2           Terms.
A Participant selected to receive Restricted Stock shall not have any rights with respect to such Award, unless and until such
Participant has delivered a fully executed copy of the Award Agreement evidencing the Award to the Company and has otherwise complied
with the applicable terms and conditions of such Award. The purchase price of Restricted Stock shall be determined by the Administrator,
but shall not be less than as permitted under applicable law. Awards of Restricted Stock must be accepted within a period of 60
days (or such shorter period as the Administrator may specify at grant) after the grant date, by executing an Award Agreement and
by paying whatever price (if any) the Administrator has designated thereunder.


 



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7.3           Legend.
 Each Participant receiving Restricted Stock shall be issued a share certificate in respect of such shares of Restricted Stock,
unless the Administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted
Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Award, substantially in the following form (as well as other legend
required by the Administrator pursuant to Section 19.3 below):


 


“The anticipation, alienation,
attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares represented hereby are subject to the terms
and conditions (including forfeiture) of the Blue Sphere Corp. Global Incentive Plan (2009), and an Award Agreement entered into
between the registered owner and the Company dated ____________. Copies of such Plan and Award agreement are on file at Blue Sphere
Corp.”


 


7.4           Custody.
The Administrator may require that any share certificates evidencing such shares be held in custody by the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, the Participant shall have delivered a duly
signed share transfer deed, endorsed in blank, relating to the Shares covered by such Award.


 


7.5           Rights
as Stockholder. Except as provided in this Section and Section 7.4 above and as otherwise determined by the Administrator and
set forth in the Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights
of a holder of Shares including, without limitation, the right to receive any dividends, the right to vote such shares and, subject
to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. Notwithstanding the foregoing,
the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period, unless
the Administrator, in its sole discretion, specifies otherwise at the time of the Award.


 


7.6           Lapse
of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such
Restriction Period, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said
certificates at the time of delivery to the Participant except as otherwise required by applicable law. Notwithstanding the foregoing,
actual certificates shall not be issued to the extent that book entry recordkeeping is used.


 


7.7           
Other Equity-Based Awards. Other equity-based awards (including, without limitation, restricted stock units and performance
share awards) may be granted either alone or in addition to or other Awards granted under the Plan to all eligible Participants
pursuant to such terms and conditions as the Administrator may determine, including without limitation, in one or more appendix
adopted by the administrator and appended to this Plan.


 


		8.	Exercise of Options.



 


8.1           Options
shall be exercisable pursuant to the terms under which they were awarded and subject to the terms and conditions of the Plan and
any applicable Appendix, as specified in the Award Agreement.


 


8.2           The
exercise price for each share to be issued upon exercise of an Option shall be such price as is determined by the Board in its
discretion, provided that the price per Share is not less than the par value of each Share.


 



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8.3           An
Option, or any part thereof, shall be exercisable by the Participant's signing and returning to the Company at its principal office
(and to the Trustee, where applicable), a “Notice of Exercise” in such form and substance as may be prescribed by the
Board of Directors from time to time, together with full payment for the Shares underlying such Option.


 


8.4           Each
payment for Shares under an Option shall be in respect of a whole number of Shares, shall be effected in cash or by check payable
to the order of the Company, or such other method of payment acceptable to the Company as determined by the Administrator, and
shall be accompanied by a notice stating the number of Shares being paid for thereby.


 


8.5           Until
the Shares are issued (as evidenced by the appropriate entry in the share register of the Company or of a duly authorized transfer
agent of the Company) a Participant shall have no right to vote or right to receive dividends or any other rights as a shareholder
shall exist with respect to such Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right the record date for
which is prior to the date the Shares are issued, except as provided in Section ‎9
of the Plan.


 


8.6           To
the extent permitted by law, if the Share is traded on a national securities exchange, The Nasdaq Share Market or quoted on a national
quotation system sponsored by the National Association of Securities Dealers or otherwise publicly traded or quoted, payment for
the Shares underlying an Option may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the
Company in payment of the exercise price (or the relevant portion thereof, as applicable) and any withholding taxes, or on such
other terms and conditions as may be acceptable to the Administrator. No Shares shall be issued until payment has been made or
provided for, as provided herein.


 


		9.	Termination
of Relationship as Service Provider.



 


9.1           Effect
of Termination; Exercise after Termination. Unless otherwise determined by the Administrator,
if a Participant ceases to be a Service Provider, such Participant may exercise any outstanding Options within such period of time
as is specified in the Award Agreement or the Plan to the extent that the Options are vested on the date of termination (but in
no event later than the expiration of the term of the Option as set forth in the Option Agreement). If, on the date of termination,
any Options are unvested, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination,
the Participant does not exercise the vested Options within the time specified in the Award Agreement or the Plan, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan. 


 


In
the absence of a provision specifying otherwise in the relevant Award Agreement, then:


 


(a)          in
the event that the Participant ceases to be a Service Provider for any reason other than termination for Cause, or as a result
of the Participant’s death or Disability: (i) the vested Options shall remain exercisable until the earlier of: (i) a period
of three (3) months from the Date of Termination; or (ii) expiration of the term of the Option as set forth in Section 13; and
(ii) all Restricted Stock still subject to
restriction under the applicable Restriction Period, as set forth in the Award Agreement, shall be forfeited; 


 


(b)          in
the event that the Participant ceases to be a Service Provider as a result of the Participant’s death or Disability: (i)
the vested Options shall remain exercisable until the earlier of: (i) a period of one (1) year from the Date of Termination; or
(ii) expiration of the term of the Option as set forth in Section ‎13; and (ii) all Restricted Stock still
subject to restriction under the applicable Restriction Period, as set forth in the Award Agreement, shall be forfeited;


 


(c)          in
the event that the Participant ceases to be a Service Provider for Cause, (i) all Options will terminate immediately upon the date
of such termination for Cause, such that the unvested portion of the Options will not vest, and the vested portion of the Options
will no longer be exercisable; and (ii) all Restricted Stock still subject to restriction under the applicable Restriction Period
as of the Date of Termination, as set forth in the Award Agreement, shall be forfeited. 


 



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9.2           Date
of Termination.         For purposes of the Plan and any Option or Option Agreement,
and unless otherwise set forth in the relevant Award Agreement, the “Date of Termination”
(whether for Cause or otherwise) shall be the effective date of termination of the Participant's employment or engagement as a
Service Provider.


 


9.3           Leave
of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any
unpaid leave of absence.


 


9.4           Change of
Status. A Service Provider shall not cease to be considered as such in the case of any (a) leave of absence approved by the
Company, or (b) transfers between locations of the Company or between the Company, and its parent, subsidiary, affiliate, or any
successor thereof; or (c) changes in status (employee to director, employee to consultant, etc.) provided that such change does
not affect the specific terms applying to the Service Provider’s Award.


 


		10.	Adjustments.



 


Upon the occurrence
of any of the following described events, a Participant's rights to purchase Shares under the Plan shall be adjusted as hereinafter
provided:


 


10.1        Changes
in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or
other Award have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or other
Award, as well as the price per Share covered by each such outstanding Option, shall be proportionately adjusted for any increase
or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, 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. 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 Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible
into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Option or other Award.


 


10.2         Merger,
Acquisition, or Asset Sale.


 


   (a)   In
the event of (i) a merger or consolidation of the Company with or into another corporation resulting in such other corporation
being the surviving entity or the direct or indirect parent of the Company or resulting in the Company being the surviving entity
and any other person or entity owning fifty percent (50%) or more of the outstanding voting power of the Company's securities by
virtue of the transaction, (ii) an acquisition of all or substantially all of the shares of the Company, or (iii) the sale of all
or substantially all of the assets of the Company (each such event, a “Transaction”), the unexercised or restricted
portion of each outstanding Award shall be assumed or an equivalent Award or right substituted, by the successor corporation or
an affiliate of the successor corporation, as shall be determined by such entity, subject to the subsequent sentence in this Section
‎10.2‎(a) and the remaining terms of the Plan. In the event that the successor corporation or a parent or subsidiary of
the successor corporation does not provide for such an assumption or substitution of Options, the Administrator may determine,
at its sole discretion, that all or a portion of the outstanding and unvested Options shall become exercisable in full on a date
no later than ten (10) days prior to the date of consummation of the Transaction, provided that unless otherwise determined by
the Administrator, the exercise of all Options that otherwise would not have been exercisable in the absence of a Transaction,
shall be contingent upon the actual consummation of the Transaction.


 



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(b)   For the purposes
of this Section ‎10.2, an Option shall be considered assumed or substituted if, following a Transaction, the option confers
the right to purchase or receive, for each Share subject to the Option immediately prior to the Transaction, the consideration
(whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Shares of the Company
for each Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type of
consideration determined by the Administrator, at its sole discretion); provided, however, that if the consideration received in
the Transaction is not solely common stock or ordinary shares (or the equivalent) of the successor corporation or its direct or
indirect parent, the Administrator may, with the consent of the successor corporation, provide for the per share consideration
to be received upon the exercise of the Option to be solely common stock or ordinary shares (or the equivalent) of the successor
corporation or its direct or indirect parent equal in fair market value to the per share consideration received by holders of Shares
in the Transaction, as determined by the Administrator.


 


(c)   In
the event that the Board of Directors determines in good faith that, in the context of a Transaction, certain Options have no monetary
value and thus do not entitle the holders of such Options to any consideration under the terms of the Transaction, the Board of
Directors may determine that such Options shall terminate effective as of the effective date of the Transaction.


 


(d)   It is the intention that the Administrator’s authority to make determinations, adjustments and clarifications in
connection with the treatment of Awards shall be interpreted as widely as possible, to allow the Administrator maximal power
and flexibility to interpret and implement the provisions of the Plan in the event of Transaction, provided that the
Administrator shall determine in good faith that a Participant’s rights are not thereby adversely affected without the
Participant’s express written consent. Without derogating from the generality of the foregoing, the Administrator shall
have the authority, at its sole discretion, to determine that the treatment of Options, whether vested or unvested, in a
Transaction may differ among individual Participants or groups of Participants, provided that the overall economic impact of
the different approaches determined by the Administrator shall be substantively equivalent as of the date of the closing of
the Transaction.


 


		11.	Non-Transferability
of Options and Shares.



 


11.1       No
Option may be transferred other than by will or by the laws of descent and distribution, and during the Participant's lifetime
an Option may be exercised only by such Participant.


 


11.2       Restricted
Stock may not be assigned, transferred, pledged or mortgaged, other than by will or laws of descent and distribution, prior to
the date on which the date on which any applicable restriction, performance or deferred period lapses. Shares for which full payment
has not been made, may not be assigned, transferred, pledged or mortgaged, other than by will or laws of descent and distribution.
For avoidance of doubt, the foregoing shall not be deemed to restrict the transfer of an Participant's rights in respect of Options
or Shares purchasable pursuant to the exercise thereof upon the death of such Participant to such Participant’s estate or
other successors by operation of law or will, whose rights therein shall be governed by Section 9.1(a) hereof, and as may otherwise
be determined by the Administrator. Further restrictions on the transfer of Shares are set forth below in Section 21 below.


 


		12.	Term and Amendment
of the Plan.



 


12.1         The
Plan shall expire on the date which is ten (10) years from the date of its adoption by the Board of Directors (except as to Options
outstanding on that date).


 



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12.2         Notwithstanding
any other provision of the Plan, the Board (or a duly authorized Committee thereof) may at any time, and from time to time, amend,
in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company
may comply with any regulatory requirement), or suspend or terminate it entirely, retroactively or otherwise; provided, however,
that, except (x) to correct obvious drafting errors or as otherwise required by law or (y) as specifically provided herein, the
rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be reduced
without the consent of such Participant. The Administrator may amend the terms of any Award theretofore granted, prospectively
or retroactively, but except (x) to correct obvious drafting errors or as otherwise required by law or applicable accounting rules,
or (y) as specifically provided herein, no such amendment or other action by the Committee shall reduce the rights of any Participant
with respect to Awards without the Participant’s consent.


 


		13.	Term of Option.



 


Unless otherwise
explicitly provided in an Award Agreement, if any Option, or any part thereof, has not been exercised and the Shares covered thereby
not paid for within ten (10) years after the date on which the Option was granted, as set forth in the Award Agreement (or any
other period set forth in the instrument granting such Option pursuant to Section 6), such Option, or such part thereof, and the
right to acquire such Shares shall terminate, all interests and rights of the Participant in and to the same shall expire, and,
in the event that in connection therewith any Shares are held in trust as aforesaid, such trust shall expire.


 


		14.	Continuance
of Engagement.



 


Neither the Plan
nor any offer of Shares or Options to a Participant shall impose any obligation on the Company or a related company thereof, to
continue the employment or engagement of any Participant as a Service Provider, and nothing in the Plan or in any Option granted
pursuant thereto shall confer upon any Participant any right to continue to serve as a Service Provider of the Company or a related
company thereof or restrict the right of the Company or a related company thereof to terminate such employment or engagement at
any time.


 


		15.	Governing Law.



 


The Plan and all
instruments issued thereunder or in connection therewith, shall be governed by, and interpreted in accordance with, the laws of
the State of Delaware.


 


		16.	Application
of Funds.



 


The proceeds received
by the Company from the sale of Shares pursuant to Options granted under the Plan will be used for general corporate purposes of
the Company or any related company thereof.


 


		17.	Taxes.



 


17.1         Any
tax consequences arising from the grant, or vesting or exercise of any Award, from the payment for Shares covered thereby, or from
any other event or act (of the Company, and/or its affiliates, or the Participant), hereunder, shall be borne solely by the Participant.
The Company and/or its affiliates shall withhold taxes according to the requirements under the applicable laws, rules, and regulations,
including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its affiliates
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.
The Company or any of its affiliates may make such provisions and take such steps as it may deem necessary or appropriate for the
withholding of all taxes required by law to be withheld with respect to Awards granted under the Plan and the exercise thereof,
including, but not limited, to (i) deducting the amount so required to be withheld from any other amount (or Shares issuable) then
or thereafter to be provided to the Participant, including by deducting any such amount from a Participant’s salary or other
amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring the Participant to pay to the
Company or any of its affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or
release of any Shares and/or (iii) by causing the exercise and sale of any Options or Shares held by on behalf of the Participant
to cover such liability, up to the amount required to satisfy minimum statutory withholding requirements. In addition, the Participant
will be required to pay any amount due in excess of the tax withheld and transferred to the tax authorities, pursuant to applicable
tax laws, regulations and rules.


 



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17.2         The
receipt of an Award and/or the acquisition of Shares issued upon the exercise of the Options may result in tax consequences. The
description of tax consequences set forth in the Plan or any Appendix hereto does not purport to be complete, up to date or to
take into account any special circumstances relating to a Participant.


 


17.3         THE
PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING ANY AWARD
IN LIGHT OF HIS OR HER PARTICULAR CIRCUMSTANCES.


 


		18.	Market Stand-Off



 


If so requested by
the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration
of the offering of any securities of the Company under the securities laws of any jurisdiction, the Participant shall not sell
or otherwise transfer any Shares or other securities of the Company during a 180-day period or such other period as may be requested
in writing by the Managing Underwriter and agreed to in writing by the Company (the “Market Standoff Period”)
following the effective date of registration statement of the Company filed under such securities laws. The Company may require
the Participant to execute a form of undertaking to this effect or impose stop transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standoff Period.


 


		19.	Conditions
Upon Issuance of Shares.



 


19.1         Legal
Compliance. Shares shall not be issued pursuant to the exercise of an Option or with respect to any other Award unless the
exercise of such Option or grant of such Award and 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. 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 sale of any Shares hereunder, shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 


19.2         
Investment Representations. As a condition to the exercise of an Option or receipt of an Award, the Board may require the person
exercising such Option or receiving such Award to represent and warrant at the time of any such exercise or the time of receipt
of the Award that the Shares are being purchased only for investment and without any present intention to sell or distribute such
Shares, and make other representations as may be required under applicable securities laws if, in the opinion of counsel for the
Company, such representations are required, all in form and content specified by the Board.


 


19.3         Legend.
The Administrator may require each person receiving Shares pursuant to an Award granted under the Plan to represent to and
agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof and such
other securities law related representations as the Administrator shall request. In addition to any legend required by the Plan,
the certificates for such shares may include any legend which the Administrator deems appropriate to reflect any applicable restrictions
on transfer. All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other
restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of any relevant securities
authority, any stock exchange upon which the Shares are then listed or any national securities association system upon whose system
the Shares are then quoted, any applicable securities law, and any applicable corporate law, and the Administrator may cause a
legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 



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		20.	Proxy



 


The Company, at its
sole discretion, may require that as a condition of grant of an Award or of exercise of an Option, the Participant be required
to grant an irrevocable proxy to any appropriate person designated by the Company, to vote all Shares obtained by the Participant
pursuant to an Award at all general meetings of Company, and to sign all written resolutions, waivers, consents etc. of the shareholders
of the Company on behalf of the Participant, including the right to waive on behalf of the Participant all minimum notice requirements
for meetings of shareholders of the Company. Such proxy shall remain in effect until the consummation of an IPO, and shall be irrevocable
as the rights of third parties, including investors in the Company, depend upon such proxy. The proxy shall be personal to the
Participant and shall not survive the transfer of the Participant’s Shares to a third-party transferee; provided, however,
that upon a transfer of the Participant’s Shares to such a transferee (subject to the terms and conditions of the Plan concerning
any such transfer), the transferee may be required to grant an irrevocable proxy to such appropriate person as the Company, in
giving its approval to the transfer, so requires. The proxy may be contained in the Award Agreement of each Participant or otherwise
as the Committee determines. If contained in the Award Agreement, no further document shall be required to implement such proxy,
and the signature of the Participant on the Award Agreement shall indicate approval of the proxy thereby granted. The holder of
the proxy shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably
incurred by him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising
out of any act or omission to act in connection with the voting of the proxy unless arising out of his/her own fraud, bad faith
or gross negligence, to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification
the holder of the proxy may have as a director, officer or otherwise under the Company's Certificate of Incorporation, by laws
or any agreement, any vote of shareholders or directors, insurance policy or otherwise.


 


		21.	Additional
Restrictions on Transfers of Shares.



 


[Until such time as
the Shares are registered for trade to the public, a Participant shall not be permitted to transfer, sell, assign, pledge, hypothecate,
or otherwise encumber or dispose of in any way (for the purposes of this Section 21, a “Transfer”) to one or
more third parties pursuant to an understanding with such third parties any Shares, except as otherwise provided in this Plan,
the applicable Award Agreement or as required under applicable law.


 


		22.	Miscellaneous.



 


Whenever applicable
in the Plan, the singular and the plural, and the masculine, feminine and neuter shall be freely interchangeable, as the context
requires. The Section headings or titles shall not in any way control the construction of the language herein, such headings or
titles having been inserted solely for the purpose of simplified reference. Words such as “herein”, “hereof”,
“hereto”, “hereinafter”, “hereby”, and “hereinabove” when used in the Plan refer
to the Plan as a whole, including any applicable Appendices, unless otherwise required by context.


 


*                   *                *


 



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