Exhibit
4.1


 


 


 


 


 


 


 


 


 


deltathree,
inc.


 


 


 


AMENDED AND RESTATED


 


2009 STOCK INCENTIVE PLAN


 






    	 



    	 	



    
  


Table Of Contents


 




 










	1.	Purpose	1
	 	 	 
	2.	Definitions	1
	 	 	 
	3.	Term of the Plan	5
	 	 	 
	4.	Stock Subject to the Plan	5
	 	 	 
	5.	Administration	6
	 	 	 
	6.	Authorization of Grants	6
	 	 	 
	7.	Specific Terms of Awards	7
	 	 	 
	8.	Adjustment Provisions	11
	 	 	 
	9.	Change of Control	14
	 	 	 
	10.	Settlement of Awards	14
	 	 	 
	11.	Reservation of Stock	16
	 	 	 
	12.	Limitation of Rights in Stock; No Special Service Rights	16
	 	 	 
	13.	Unfunded Status of Plan	17
	 	 	 
	14.	Nonexclusivity of the Plan	17
	 	 	 
	15.	Termination and Amendment of the Plan	17
	 	 	 
	16.	Notices and Other Communications	18
	 	 	 
	17.	Governing Law	18







 






    	 



    	 	



    
 





DELTATHREE, INC.


 


AMENDED AND RESTATED 2009
STOCK INCENTIVE PLAN


 





	1.	Purpose







 


This Plan is intended
to encourage ownership of Stock by employees, consultants and directors of the Company and its Affiliates and to provide additional
incentive for them to promote the success of the Company’s business through the grant of Awards of or pertaining to shares
of the Company’s Stock. The Plan is intended to be an incentive stock option plan within the meaning of Section 422 of the
Code, but not all Awards are required to be Incentive Options.


 





	2.	Definitions







 


As used in this Plan,
the following terms shall have the following meanings:


 


2.1.Accelerate,
Accelerated, and Acceleration, means: (a) when used with respect to an Option, that as of the time of reference the
Option will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable
by its terms; and (b) when used with respect to Restricted Stock, that the Risk of Forfeiture otherwise applicable to the Stock
shall expire or be released with respect to some or all of the shares of Restricted Stock then still otherwise subject to the Risk
of Forfeiture.


 


2.2.Affiliate
means any corporation, partnership, limited liability company, business trust, or other entity controlling or controlled by the
Company.


 


2.3.Assumed
means that pursuant to a Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations
represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its parent in connection
with the Transaction with appropriate adjustments to the number and type of securities of the successor entity or its parent subject
to the Award and the exercise or purchase price thereof which at a minimum preserves the compensation element of the Award existing
at the time of the Transaction (as determined in accordance with the instruments evidencing the agreement to assume the Award).


 


2.4.Award
means any grant or sale pursuant to the Plan of Options or Restricted Stock.


 


2.5.Award
Agreement means an agreement between the Company and the recipient of an Award, setting forth the terms and conditions of
the Award.


 


2.6.Board
means the Company’s Board of Directors.


 






    	 



    	 



    
 


2.7.Cause
means, with respect to the termination by the Company or an Affiliate of the Participant's Service, that such termination is for
“Cause” as such term (or word of like import) is expressly defined in a then-effective written agreement between the
Participant and the Company or such Affiliate, or in the absence of such then-effective written agreement and definition, is based
on, in the determination of the Committee, the Participant's:  (i) performance of any act or failure to perform any act in
bad faith and to the detriment of the Company or an Affiliate; (ii) dishonesty, intentional misconduct or material breach of any
agreement with the Company or an Affiliate; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person.


 


2.8.Change of
Control means the occurrence of any of the following after the date of the approval of the Plan by the Board:


 


(a)a Transaction
(as defined in Section 8.4), unless securities possessing more than 50% of the total combined voting power of the survivor’s
or acquiror’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities
possessing more than 50% of the total combined voting power of the Company’s outstanding securities immediately prior to
that transaction, or


 


(b)any person or
group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended and in effect from time to time) directly or indirectly acquires, including but not limited to by means of a
merger or consolidation, beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated
under the said Exchange Act) of securities possessing more than 20% of the total combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer made directly to the Company's stockholders that the Board does not recommend
such stockholders accept, other than (i) the Company or an Affiliate, (ii) an employee benefit plan of the Company or any of its
Affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates,
or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities, or


 


(c)over a period
of 36 consecutive months or less, there is a change in the composition of the Board such that a majority of the Board members (rounded
up to the next whole number, if a fraction) ceases, by reason of one or more proxy contests for the election of Board members,
to be composed of individuals who either (i) have been Board members continuously since the beginning of that period, or (ii) have
been elected or nominated for election as Board members during such period by at least a majority of the Board members described
in the preceding clause (i) who were still in office at the time that election or nomination was approved by the Board; or


 


(d)a majority of
the Board determines, in good faith, that a Change of Control has occurred.


 






    	-2-



    	 



    
 


2.9.Code
means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued
from time to time thereunder.


 


2.10.Committee
means the Compensation Committee of the Board, which, except as otherwise directed by the Board of Directors, is responsible for
the administration of the Plan, as provided in Section 5 of this Plan. For any period during which no such committee is in
existence, “Committee” shall mean the Board and all authority and responsibility assigned to the Committee under the
Plan shall be exercised, if at all, by the Board.


 


2.11.Company
means deltathree, Inc., a corporation organized under the laws of the State of Delaware.


 


2.12.Covered
Employee means an employee who is a “covered employee” within the meaning of Section 162(m) of the Code.


 


2.13.Disability
has the meaning defined under the long-term disability policy of the Company or the Affiliate to which the Participant provides
services regardless of whether the Participant is covered by such policy. If the Company or the Affiliate to which the Participant
provides service does not have a long-term disability plan in place, “Disability” means that a Participant is unable
to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determinable
physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered
to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.


 


2.14.Exchange
Program means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same
type (which may have lower exercise prices, different terms, and a different amount of Stock subject to the new Award), Awards
of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced (including through an amendment
of an outstanding Award). The terms and conditions of any Exchange Program will be determined by the Committee in its sole discretion.


 


2.15.Grant
Date means the date as of which an Option is granted, as determined under Section 7.1(a).


 


2.16.Incentive
Option means an Option which by its terms is to be treated as an “incentive stock option” within the meaning
of Section 422 of the Code.


 


2.17.Market
Value as of any date, unless otherwise determined by the Committee, means the closing price for the Stock as reported on
the NASDAQ Stock Market (or on any other national securities exchange or quotation system on which the Stock is then listed or
quoted, including the OTC Bulletin Board) for that date or, if no closing price is reported for that date, the closing price on
the next preceding date for which a closing price was reported. In the absence of an established market for the Stock of the type
described above, the Market Value thereof shall be the fair market value thereof as determined by the Committee in good faith and
in a manner consistent with applicable laws.


 






    	-3-



    	 



    
 


2.18.Nonstatutory
Option means any Option that is not an Incentive Option.


 


2.19.Option
means an option to purchase shares of Stock.


 


2.20.Optionee
means a Participant to whom an Option shall have been granted under the Plan.


 


2.21.Participant
means any holder of an outstanding Award under the Plan.


 


2.22.Plan
means this Amended and Restated 2009 Stock Incentive Plan of the Company, as amended from time to time, and including any attachments
or addenda hereto.


 


2.23.Restricted
Stock means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.


 


2.24.Restriction
Period means the period of time, established by the Committee in connection with an Award of Restricted Stock, during which
the shares of Restricted Stock are subject to a Risk of Forfeiture described in the applicable Award Agreement.


 


2.25.Risk of
Forfeiture means a limitation on the right of the Participant to retain Restricted Stock, including a right of the Company
to reacquire shares of Restricted Stock at less than their then Market Value, arising because of the occurrence or non-occurrence
of specified events or conditions.


 


2.26.Service
means that the provision of services to the Company or an Affiliate in any capacity of employee, director or consultant is not
interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an employee, director or
consultant, Service shall be deemed terminated upon the actual cessation of providing services to the Company or an Affiliate notwithstanding
any required notice period that must be fulfilled before a termination as an employee, director or consultant can be effective
under applicable laws. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service
or upon the entity for which the Participant provides services ceasing to be an Affiliate. Service shall not be considered interrupted
in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Affiliate, or any successor, in any capacity
of employee, director or consultant, or (iii) any change in status as long as the individual remains in the service of the Company
or an Affiliate in any capacity of employee, director or consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive
Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed
by statute or contract, then the Incentive Option shall be treated as a Nonstatutory Option on the day three (3) months and one
(1) day following the expiration of such three (3) month period.


 






    	-4-



    	 



    
 


2.27.Stock
means common stock, par value $0.001 per share, of the Company, and such other securities as may be substituted for Stock
pursuant to Section 8.


 


2.28.Ten
Percent Owner means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary
corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code). Whether a person is a Ten
Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to the Grant Date of
the Option.


 





	3.	Term of the Plan







 


Unless the Plan shall
have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on the date
of approval of the Plan by the Board and ending immediately prior to the tenth anniversary of the earlier of the adoption of the
Plan by the Board and approval of the Plan by the Company’s stockholders. Awards granted pursuant to the Plan within that
period shall not expire solely by reason of the termination of the Plan. Awards of Incentive Options granted prior to stockholder
approval of the Plan are expressly conditioned upon such approval, but in the event of the failure of the stockholders to approve
the Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory Options.


 





	4.	Stock Subject to the Plan







 


At no time shall the
number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including pursuant to Incentive
Options), nor the number of shares of Stock issued pursuant to Incentive Options, exceed 20,000,000 shares of Stock, subject,
however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option
expires, terminates, or is cancelled for any reason without having been exercised in full, or if any other Award is forfeited by
the recipient or repurchased at less than its Market Value, the shares not purchased by the Optionee or which are forfeited by
the recipient or repurchased shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised
by delivering previously owned shares in payment of the exercise price therefor, only the net number of shares, that is, the number
of shares issued minus the number received by the Company in payment of the exercise price, shall be considered to have been issued
pursuant to an Award granted under the Plan.  In addition, settlement of any Award shall not count
against the foregoing limitations except to the extent settled in the form of Stock. Shares
of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.


 






    	-5-



    	 



    
 





	5.	Administration







 


The Plan shall be administered
by the Committee; provided, however, that at any time and on any one or more occasions the Board may itself exercise any
of the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the
provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder. Subject to the provisions of
the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations
with respect to each Award to be granted by the Company under the Plan including the employee, consultant or director to receive
the Award and the form of Award. In making such determinations, the Committee may take into account the nature of the services
rendered by the respective employees, consultants, and directors, their present and potential contributions to the success of the
Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions
of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical),
and to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations
made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming
any interest under the Plan or an Award made pursuant hereto. Subject to the provisions of the Plan, each of the Board and the
Committee shall have the power and authority to approve, adopt and institute an Exchange Program.


 





	6.	Authorization of Grants







 


6.1.Eligibility.
The Committee may grant from time to time and at any time prior to the termination of the Plan one or more Awards, either alone
or in combination with any other Awards, to any employee of or consultant to one or more of the Company and its Affiliates or to
any non-employee member of the Board or of any board of directors (or similar governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f),
respectively, of the Code, shall be eligible for the grant of an Incentive Option. Further, in no event shall the number
of shares of Stock covered by Options or other Awards granted to any one person in any one calendar year exceed 1,000,000 shares
of Stock (subject to the provisions of Section 8 of the Plan, but only to the extent consistent with Section 162(m) of the Code).


 


6.2.General
Terms of Awards. Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but
not limited to any specific terms and conditions applicable to that type of Award set out in the following Section), and such other
terms and conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe. No prospective Participant shall
have any rights with respect to an Award, unless and until such Participant shall have complied with the applicable terms and conditions
of such Award (including if applicable delivering a fully executed copy of any agreement evidencing an Award to the Company).


 






    	-6-



    	 



    
 


6.3.Effect
of Termination of Service, Etc. Unless the Committee shall provide otherwise with respect to any Award, if the Participant’s
Service ends for any reason, including because of the Participant’s employer ceasing to be an Affiliate, (a) any outstanding
Option of the Participant shall cease to be exercisable in any respect not later than 90 days following that event and, for the
period it remains exercisable following that event, shall be exercisable only to the extent exercisable at the date of that event,
and (b) any other outstanding Award of the Participant shall be forfeited or otherwise subject
to return to or repurchase by the Company on the terms specified in the applicable Award Agreement. The Participant's Award
Agreement may provide that upon the termination of the Participant's Service for Cause, the Participant's right to exercise the
Award shall terminate concurrently with any such termination.


 


6.4.Non-Transferability
of Awards. Except as otherwise provided in this Section 6.4, Awards shall not be transferable,
and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. All of a Participant’s rights in
any Award may be exercised during the life of the Participant only by the Participant or the Participant’s legal representative.
However, the Committee may, at or after the grant of an Award of a Nonstatutory Option, or shares of Restricted Stock, provide
that such Award may be transferred by the recipient to a family member; provided, however, that any such transfer is without
payment of any consideration whatsoever and that no transfer shall be valid unless first approved by the Committee, acting in its
sole discretion. For this purpose, “family member” means any child, stepchild, grandchild, parent, stepparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust
in which the foregoing persons have more than fifty (50) percent of the beneficial interests, a foundation in which the foregoing
persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant)
own more than fifty (50) percent of the voting interests.


 





	7.	Specific Terms of Awards







 


7.1.Options.


 


(a)Date of Grant.
The granting of an Option shall take place at the time specified in the Award Agreement. Only if expressly so provided in the applicable
Award Agreement shall the Grant Date be the date on which the Award Agreement shall have been duly executed and delivered by the
Company and the Optionee.


 


(b)Exercise Price.
The price at which shares of Stock may be acquired under each Incentive Option shall be not less than 100% of the Market Value
of Stock on the Grant Date, or not less than 110% of the Market Value of Stock on the Grant Date if the Optionee is a Ten Percent
Owner. The price at which shares may be acquired under each Nonstatutory Option shall be not less than 100% of the Market Value
of Stock on the Grant Date.


 






    	-7-



    	 



    
 


(c)Option Period.
No Incentive Option may be exercised on or after the tenth anniversary of the Grant Date, or on or after the fifth anniversary
of the Grant Date if the Optionee is a Ten Percent Owner. The term of each Nonstatutory Option shall be the term stated in the
Award Agreement, provided, however, that the term shall be no more than ten (10) years from the Grant Date.


 


(d)Exercisability.
An Option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the Committee
may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option
in whole or in part at any time; provided, however, that in the case of an Incentive Option, any such Acceleration of the
Option would not cause the Option to fail to comply with the provisions of Section 422 of the Code or the Optionee consents
to the Acceleration.


 


(e)Method of Exercise.
An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 16, specifying the number
of shares with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash
or check payable to the order of the Company in an amount equal to the exercise price of the shares to be purchased or, subject
in each instance to the Committee’s approval, acting in its sole discretion, and to such conditions, if any, as the Committee
may deem necessary to avoid adverse accounting effects to the Company,


 


(i) by delivery to
the Company of shares of Stock having a Market Value equal to the exercise price of the shares to be purchased, or


 


(ii) by surrender
of the Option as to all or part of the shares of Stock for which the Option is then exercisable in exchange for shares of Stock
having an aggregate Market Value equal to the difference between (1) the aggregate Market Value of the surrendered portion
of the Option, and (2) the aggregate exercise price under the Option for the surrendered portion of the Option, or


 


(iii) unless prohibited
by applicable law, by delivery to the Company of the Optionee’s executed promissory note in the principal amount equal to
the exercise price of the shares to be purchased and otherwise in such form as the Committee shall have approved.


 


If the Stock is traded
on an established market or quoted on a recognized automated quotation system, payment of any exercise price may also be made through
and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the
Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment
in any authorized or combination of authorized means shall constitute the exercise of the Option. Within thirty (30) days thereafter
but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his
agent a certificate or certificates for the number of shares then being purchased. Such shares shall be fully paid and nonassessable.


 






    	-8-



    	 



    
 


(f) Limit on
Incentive Option Characterization. An Incentive Option shall be considered to be an Incentive Option only to the extent
that the number of shares of Stock for which the Option first becomes exercisable in a calendar year does not have an
aggregate Market Value (as of the date of the grant of the Option) in excess of the “current limit”. The current
limit for any Optionee for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant
of the number of shares of Stock available for purchase for the first time in the same year under each other Incentive Option
previously granted to the Optionee under the Plan, and under each other incentive stock option previously granted to the
Optionee under any other incentive stock option plan of the Company and its Affiliates. Any shares of Stock which would cause
the foregoing limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise
identical in its terms to those of the Incentive Option.


 


(g)Notification
of Disposition. Each person exercising any Incentive Option granted under the Plan shall be deemed to have covenanted with
the Company to report to the Company any disposition of such shares prior to the expiration of the holding periods specified by
Section 422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition imposes upon the Company
federal, state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise
available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.


 


7.2.Restricted
Stock.


 


(a)Purchase Price.
Shares of Restricted Stock shall be issued under the Plan for such consideration, in cash, other property or services, or any combination
thereof, as is determined by the Committee.


 


(b)Issuance of
Certificates. Each Participant receiving a Restricted Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant,
and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award
substantially in the following form:


 


“The transferability of this
certificate and the shares represented by this certificate are subject to the terms and conditions of the deltathree, Inc. Amended
and Restated 2009 Stock Incentive Plan and an Award Agreement entered into by the registered owner and deltathree, Inc. Copies
of such Plan and Agreement are on file in the offices of deltathree, Inc.”


 


(c)Escrow of Shares.
The Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated
escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant
deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.


 






    	-9-



    	 



    
 


(d)Restrictions
and Restriction Period. During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject
to limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of
services, Company or Affiliate performance or otherwise as the Committee may determine and provide for in the applicable Award
Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee
on such basis as it deems appropriate.


 


(e)Rights Pending
Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise provided in the Plan or the applicable Award Agreement,
at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant
shall have all of the rights of a stockholder of the Company, including the right to vote, and the right to receive any dividends
with respect to, the shares of Restricted Stock. The Committee, as determined at the time of Award, may permit or require the payment
of cash dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares
are available under Section 4.


 


(f)Lapse of Restrictions.
If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares
shall be delivered to the Participant promptly if not theretofore so delivered.


 


7.3.Awards
to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan granted to
a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in order that the Award shall conform to laws, regulations,
and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits
of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s
residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily
employed in the United States. The Committee may establish supplements to, or amendments, restatements, or alternative versions
of the Plan for the purpose of granting and administrating any such modified Award. No such modification, supplement, amendment,
restatement or alternative version may increase the limit in the number of shares set forth in Section 4. The provisions of
Appendix A are hereby incorporated by reference with respect to Awards made under the Plan to Israeli Participants (as defined
in Appendix A).


 






    	-10-



    	 



    
 





	8.	Adjustment Provisions







 


8.1.Adjustment
for Corporate Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of the
effective date of this Plan. If subsequent to that date the outstanding shares of Stock (or any other securities covered by the
Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or kind
of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect
to shares of Stock, as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar distribution with respect to such shares of Stock, an appropriate and proportionate adjustment will be
made in (i) the maximum numbers and kinds of shares provided in Section 4, (ii) the numbers and kinds of shares or other
securities subject to the then-outstanding Awards, (iii) the exercise price for each share or other unit of any other securities
subject to then-outstanding Options (without change in the aggregate purchase price as to which such Options remain exercisable),
and (iv) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase
right.


 


8.2.Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In the event of any
corporate action not specifically covered by the preceding Section, including but not limited to an extraordinary cash distribution
on Stock, a corporate separation (such as, but not limited to, a corporate spin-off) or other reorganization or liquidation, the
Committee shall make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable
and appropriate in the circumstances. The Committee shall make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in this
Section) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan.


 


8.3.Related
Matters. Any adjustment in Awards made pursuant to Section 8.1 or 8.2 shall be determined and made, if at all, by the
Committee, acting in its sole discretion, and shall include any correlative modification of terms, including of Option exercise
prices, rates of vesting or exercisability, Risks of Forfeiture, applicable repurchase prices for Restricted Stock, and other objectives
or criteria which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective
Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly
contemplated in this Section 8. No fraction of a share shall be purchasable or deliverable upon exercise, but in the event any
adjustment hereunder of the number of shares covered by an Award shall cause such number to include a fraction of a share, such
number of shares shall be adjusted to the nearest smaller whole number of shares. No adjustment of an Option exercise price per
share pursuant to this Section 8 shall result in an exercise price which is less than the par value of the Stock.


 






    	-11-



    	 



    
 


8.4.Transactions.


 


(a)Definition
of Transaction. In this Section 8.4, “Transaction” means (1) any merger or consolidation of the Company
with or into another entity as a result of which the Stock of the Company is converted into or exchanged for the right to receive
cash, securities or other property or is cancelled, (2) any sale or exchange of all of the Stock of the Company for cash, securities
or other property, (3) any sale, transfer, or other disposition of all or substantially all of the Company’s assets to one
or more other persons in a single transaction or series of related transactions or (4) any liquidation or dissolution of the Company.


 


(b)Treatment
of Awards Generally. Effective upon the consummation of a Transaction, unless otherwise provided in the Award
Agreement or unless the Committee determines otherwise as set forth in this Section 8.4 or Section 8.5, all outstanding Awards
under the Plan (including any portion of a Restricted Stock Award that remains subject to a Risk of Forfeiture) shall terminate. 
However, all such Awards shall not terminate to the extent they are Assumed in connection with such Transaction.


 


(c)Treatment of
Options. In a Transaction, the Committee may take any one or more of the following actions as to all or any (or any portion
of) outstanding Options.


 


(1)Provide that
such Options shall be Assumed, or substantially equivalent rights shall be provided in substitution therefor, by the acquiring
or succeeding entity (or an affiliate thereof).


 


(2)Upon written
notice to the holders, provide that the holders’ unexercised Options will terminate immediately prior to the consummation
of such Transaction unless exercised within a specified period following the date of such notice.


 


(3)Provide that
outstanding Options shall become exercisable in whole or in part prior to or upon the Transaction.


 


(4)Provide for
cash payments, net of applicable tax withholdings, to be made to holders equal to the excess, if any, of (A) the acquisition price
times the number of shares of Stock subject to an Option (to the extent the exercise price does not exceed the acquisition price)
over (B) the aggregate exercise price for all such shares of Stock subject to the Option, in exchange for the termination of such
Option. For this purpose, “acquisition price” means the amount of cash, and market value of any other consideration,
received in payment for a share of Stock surrendered in a Transaction.


 






    	-12-



    	 



    
 


(5)Provide that,
in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds
net of the exercise price thereof and any applicable tax withholdings.


 


(6)Any combination
of the foregoing.


 


For purposes of paragraph
(1) above, an Option shall be considered Assumed, or a substantially equivalent right shall be considered to have been provided
in substitution therefore, if following consummation of the Transaction the Option confers the right to purchase or receive the
value of, for each share of Stock subject to the Option immediately prior to the consummation of the Transaction, the consideration
(whether cash, securities or other property) received as a result of the Transaction by holders of Stock for each share of Stock
held immediately prior to the consummation of the Transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if the
consideration received as a result of the Transaction is not solely common stock (or its equivalent) of the acquiring or succeeding
entity (or an affiliate thereof), the Committee may provide for the consideration to be received upon the exercise of the Option
to consist of or be based on solely common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof)
equivalent in value to the per share consideration received by holders of outstanding shares of Stock as a result of the Transaction.


 


(d)Treatment of
Restricted Stock. As to outstanding Restricted Stock Awards, upon the occurrence of a Transaction other than a liquidation
or dissolution of the Company which is not part of another form of Transaction, the Committee may provide that the repurchase and
other rights of the Company under each such Award shall inure to the benefit of the Company’s successor and shall apply to
the cash, securities or other property which the Stock was converted into or exchanged for pursuant to such Transaction in the
same manner and to the same extent as they applied to the Award. Upon the occurrence of a Transaction involving a liquidation or
dissolution of the Company which is not part of another form of Transaction, the Committee may provide that all Risks of Forfeiture,
where otherwise applicable to any such Awards, shall automatically be deemed terminated or satisfied, as applicable. With respect
to any Restricted Stock Awards subject to a Risk of Forfeiture, the Committee may provide for the full or partial Acceleration
of such Restricted Stock Awards prior to or upon the consummation of the Transaction.


 


(e)Related Matters.
In taking any of the actions permitted under this Section 8.4, the Committee shall not be obligated to treat all Awards, all
Awards held by a Participant, or all Awards of the same type, identically. Any determinations required
to carry out the foregoing provisions of this Section 8.4, including but not limited to the market value of other consideration
received by holders of Stock in a Transaction and whether substantially equivalent Awards have been substituted, shall be made
by the Committee acting in its sole discretion.


 






    	-13-



    	 



    
 





	9.	Change of Control







 


The Committee shall
have the authority, exercisable either in advance of any actual or anticipated Change of Control or at the time of an actual Change
of Control and exercisable at the time of the grant of an Award under the Plan or any time while an Award remains outstanding,
to provide for the full or partial Acceleration of one or more outstanding unvested Awards under the Plan in connection with a
Change of Control, on such terms and conditions as the Committee may specify.  The Committee also shall have the authority
to condition any such Acceleration upon the subsequent termination of the Participant's Service to the Company or an Affiliate
or successor entity within a specified period following the effective date of the Change of Control.  The Committee may provide
that any Awards so Accelerated in connection with a Change of Control, shall remain fully exercisable until the expiration or sooner
termination of the Award.


 





	10.	Settlement of Awards







 


10.1.In
General. Options and Restricted Stock shall be settled in accordance with their terms. All other Awards may be settled in cash,
Stock, or other Awards, or a combination thereof, as determined by the Committee at or after grant and subject to any contrary
Award Agreement. The Committee may not require settlement of any Award in Stock pursuant to the immediately preceding sentence
to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason of any other provision of the Plan.


 


10.2.Violation
of Law. Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable
opinion of the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company
may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such
governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or
regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the
Securities and Exchange Commission, one of the following conditions shall have been satisfied:


 


(a)the shares are
at the time of the issue of such shares effectively registered under the Securities Act of 1933; or


 


(b)the Company shall
have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the
Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest,
as the case may be, does not require registration under the Securities Act of 1933, as amended or any applicable State securities
laws.


 


The Company shall make all reasonable efforts
to bring about the occurrence of said events.


 






    	-14-



    	 



    
 


10.3.Corporate
Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the Amended and Restated Certificate of Incorporation and Amended
and Restated By-laws of the Company.


 


10.4.Investment
Representations. The Company shall be under no obligation to issue any shares covered by any Award unless the shares to be
issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act of 1933, as amended,
or the Participant shall have made such written representations to the Company (upon which the Company believes it may reasonably
rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt
from the registration requirements of that Act and any applicable state securities laws and otherwise in compliance with all applicable
laws, rules and regulations, including but not limited to that the Participant is acquiring the shares for his or her own account
for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares.


 


10.5.Registration.
If the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such shares of
Stock for exemption from the Securities Act of 1933, as amended or other applicable statutes, then the Company shall take such
action at its own expense. The Company may require from each recipient of an Award, or each holder of shares of Stock acquired
pursuant to the Plan, such information in writing for use in any registration statement, prospectus, preliminary prospectus or
offering circular as is reasonably necessary for that purpose and may require reasonable indemnity to the Company and its officers
and directors from that holder against all losses, claims, damage and liabilities arising from use of the information so furnished
and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they
were made.


 


10.6.Placement
of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference
to the investment representation made in accordance with Section 10.4 in addition to any other applicable restriction under
the Plan, the terms of the Award and, if applicable, to the fact that no registration statement has been filed with the Securities
and Exchange Commission in respect to such shares of Stock. All certificates for shares of Stock or other securities delivered
under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable federal
or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.


 






    	-15-



    	 



    
 


10.7.Tax Withholding.
Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan,
the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state,
local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the
Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares.
The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the
Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due
to the recipient of an Award. However, in such cases Participants may elect, subject to the approval of the Committee, acting
in its sole discretion, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares
to satisfy their tax obligations. Participants may only elect to have Shares withheld having a Market Value on the date the tax
is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All elections shall be
irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee
deems appropriate.


 





	11.	Reservation of Stock







 


The Company shall at
all times during the term of the Plan and any outstanding Awards granted hereunder reserve or otherwise keep available such number
of shares of Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay
all fees and expenses necessarily incurred by the Company in connection therewith.


 





	12.	Limitation of Rights in Stock; No Special Service Rights







 


A Participant shall
not be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock subject to an Award,
unless and until a certificate shall have been issued therefor and delivered to the Participant or his agent. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter
imposed by the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company. Nothing contained
in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of
his or her employment or other association with the Company (or any Affiliate), or interfere in any way with the right of the Company
(or any Affiliate), subject to the terms of any separate employment or consulting agreement or provision of law or corporate articles
or by-laws to the contrary, at any time to terminate such employment or consulting agreement or to increase or decrease, or otherwise
adjust, the other terms and conditions of the recipient’s employment or other association with the Company and its Affiliates.


 






    	-16-



    	 



    
 





	13.	Unfunded Status of Plan







 


The Plan is intended
to constitute an “unfunded” plan for incentive compensation, and the Plan is not intended to constitute a plan subject
to the provisions of the Employee Retirement Income Security Act of 1974, as amended. With respect to any payments not yet made
to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those
of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements
to meet the obligations created under the Plan to deliver Stock or payments with respect to Options and other Awards hereunder,
provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the
Plan.


 





	14.	Nonexclusivity of the Plan







 


Neither the adoption
of the Plan by the Board nor the submission of the Plan to the stockholders of the Company shall be construed as creating any limitations
on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the
granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally
or only in specific cases.


 





	15.	Termination and Amendment of the Plan







 


15.1.Termination
or Amendment of the Plan. The Board may at any time terminate the Plan or make such modifications
of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the
terms of any Award outstanding on the date of such amendment.


 


15.2.Termination
or Amendment of Outstanding Awards. The Committee may amend the terms of any Award theretofore
granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the Plan. Also within
the limitations of the Plan, the Committee may modify, extend or assume outstanding Awards or may accept the cancellation of outstanding
Awards or of outstanding stock options or other equity-based compensation awards granted by another issuer in return for the grant
of new Awards for the same or a different number of shares and on the same or different terms and conditions (including but not
limited to the exercise price of any Option). Furthermore, the Committee may at any time (a) offer to purchase for a payment in
cash or cash equivalents an Award previously granted or (b) authorize the recipient of an Award to elect to cash out an Award previously
granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.


 


15.3.Limitations
on Amendments, Etc. No amendment or modification of
the Plan by the Board, or of an outstanding Award by the Committee, shall impair the rights of the recipient of any Award outstanding
on the date of such amendment or modification or such Award, as the case may be, without the Participant’s consent;
provided, however, that no such consent shall be required if (i) the Board or Committee, as the case may be, determines
in its sole discretion and prior to the date of any Change of Control that such amendment or alteration either is required or advisable
in order for the Company, the Plan or the Award to satisfy any law or regulation, including without
limitation the provisions of Section 409A of the Code, or to meet the requirements of or avoid adverse financial accounting
consequences under any accounting standard, or (ii) the Board or Committee, as the case may be, determines in its sole discretion
and prior to the date of any Change of Control that such amendment or alteration is not reasonably likely to significantly diminish
the benefits provided under the Award, or that any such diminution has been adequately compensated.


 






    	-17-



    	 



    
 





	16.	Notices and Other Communications







 


Any notice, demand,
request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or faxed with a confirmation copy
by regular, certified or overnight mail, addressed or faxed, as the case may be, (i) if to the recipient of an Award, at his or
her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed to
the attention of its Treasurer, or to such other address or fax number, as the case may be, as the addressee may have designated
by notice to the addressor. All such notices, requests, demands and other communications shall be deemed to have been received:
(i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing, when received by the
addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report.


 





	17.	Governing Law







 


The Plan and all Award
Agreements and actions taken thereunder shall be governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.


 






    	-18-



    	 



    
 







DELTATHREE,
INC.


 


2009
Amended and Restated Stock Incentive Plan


 


Appendix
A – Israeli Participants


 


		1.	Special Provisions for Persons who are Israeli Participants



 


1.1This Appendix
A (this “Appendix”) to the deltathree, Inc. Amended and Restated 2009 Stock Incentive Plan (the “Plan”)
is made in accordance with Section 7.3 of the Plan, effective as of August 6, 2009 (the “Effective Date”).


 


1.2The provisions
specified hereunder apply only to persons who are deemed to be residents of the State of Israel for tax purposes or are otherwise
subject to taxation in Israel with respect to Awards (collectively, “Israeli Participants”).


 


1.3This Appendix
applies with respect to Awards granted under the Plan. The purpose of this Appendix is to establish certain rules and limitations
applicable to Awards that may be granted under the Plan from time to time, in compliance with the tax, securities and other applicable
laws currently in force in the State of Israel. Except as otherwise provided by this Appendix, all grants made pursuant to this
Appendix shall be governed by the terms of the Plan. This Appendix is applicable only to grants of Awards made after the Effective
Date. This Appendix complies with, and is subject to, the ITO and Section 102 (as such terms are defined below).


 


1.4The Plan and
this Appendix shall be read together. In the case of any contradiction or inconsistency, whether explicit or implied, between the
provisions of this Appendix and the Plan as to any Israeli Participant, the provisions of this Appendix shall govern.


 


		2.	Definitions



 


Capitalized terms used
but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan. The following additional definitions
will apply to grants of Awards made pursuant to this Appendix:


 


“3(i) Option”
means an Option that is subject to taxation pursuant to Section 3(i) of the ITO and which has been granted to any person who is
not an Eligible 102 Participant.


 


“102 Capital
Gains Track” means the treatment of Awards set forth in Section 102(b)(2) of the ITO.


 


“102 Capital
Gains Track Grant” means a 102 Trustee Grant qualifying for tax treatment under the 102 Capital Gains Track.


 


“102 Ordinary
Income Track” means the treatment of Awards set forth in Section 102(b)(1) of the ITO.


 






    	A-1



    	 



    
 


“102 Ordinary
Income Track Grant” means a 102 Trustee Grant qualifying for tax treatment under the 102 Ordinary Income Track.


 


“102 Trustee
Grant” means an Award granted pursuant to Section 102(b) of the ITO and held in trust by a Trustee for the benefit of an
Israeli Participant, and includes both 102 Capital Gains Track Grants and 102 Ordinary Income Track Grants.


 


“Affiliate”,
as used solely in this Appendix (and not in the Plan), shall mean any Affiliate (as such term is defined in the Plan) that is also
an “employing company” within the meaning of Section 102(a) of the ITO.


 


“Controlling
Shareholder” shall be as defined under Section 32(9) of the ITO, which as of the Effective Date is generally defined to mean
an individual who prior to the grant or as a result of the exercise of any Award, beneficially owns or would own, directly or indirectly,
in his name or with a relative (as defined in the ITA) (i) 10% of the outstanding shares of the Company, (ii) 10% of the voting
power of the Company, (iii) the right to hold or purchase 10% of the outstanding equity or voting power, (iv) the right to obtain
10% of the “profit” of the Company (as defined in the ITO), or (v) the right to appoint a director of the Company.


 


“Election”
means the Company’s choice of type of 102 Trustee Grants under the Plan and as filed with the ITA.


 


“Eligible 102
Participant” means an Employee or an individual who is serving as a director or an officer of the Company or an Affiliate
who is not a Controlling Shareholder.


 


“Israeli Fair
Market Value” shall mean, with respect to 102 Capital Gains Track Grants only, for the sole purpose of determining tax liability
pursuant to Section 102(b)(3) of the ITO, if at the Grant Date the Company’s shares are listed, quoted or traded on any established
stock exchange, national market system or bulletin board or if the Company’s shares will be registered for trading within
ninety (90) days following the Grant Date, the average closing price of the Company’s shares for the thirty (30) trading
days either preceding the Grant Date or following the date of registration for trading, as the case may be.


 


“ITA” means
the Israeli Tax Authority.


 


“ITO” means
the Israeli Income Tax Ordinance (New Version), 1961, and the rules, regulations, orders or procedures promulgated thereunder and
any amendments or successor statutes thereto, including specifically the Rules, all as may be amended from time to time.


 


“Non-Trustee
Grant” means an Award granted to an Eligible 102 Participant pursuant to Section 102(c) of the ITO and not held in trust
by a Trustee.


 


“Required Holding
Period” means the requisite period prescribed by the ITO and the Rules, or such other period as may be required by the ITA,
with respect to 102 Trustee Grants, during which Options or Stock granted by the Company must be held by the Trustee for the benefit
of the person to whom it was granted. As of the Effective Date, the Required Holding Period for 102 Capital Gains Track Grants
is 24 months from the Grant Date.


 






    	A-2



    	 



    
 


“Rules”
means the Income Tax Rules (Tax benefits in Share Issuance to Employees) 5763-2003.


 


“Section 102”
shall mean the provisions of Section 102 of the ITO, as amended from time to time, including most recently by the Law Amending
the Income Tax Ordinance (Number 132), 2002, effective as of January 1, 2003 and the Law Amending the Income Tax Ordinance (Number
147), 2005.


 


“Trustee”
means a person or entity designated by the Board to serve as a trustee and approved by the ITA in accordance with the provisions
of Section 102(a) of the ITO.


 


		3.	Section 102 Election - Types of Awards



 


3.1Grants of Awards
made pursuant to Section 102 shall be made pursuant to either (a) Section 102(b)(2) of the ITO as 102 Capial Gains Track Grants
or (b) Section 102(b)(1) of the ITO as 102 Ordinary Income Track Grants. The Company’s Election regarding the type of 102
Trustee Grant it chooses to make shall be filed with the ITA. Once the Company has filed such Election, it may change the type
of 102 Trustee Grant elected as to any Award only after the passage of at least 12 months from the end of the calendar year in
which the grant of such Award was made in accordance with such Election, in accordance with Section 102. For the avoidance of doubt,
such Election shall not prevent the Company from granting Non-Trustee Grants to Eligible 102 Participants at any time.


 


3.2Eligible 102
Participants may receive only 102 Trustee Grants or Non-Trustee Grants under this Appendix. Israeli Participants who are not Eligible
102 Participants may be granted only 3(i) Options under this Appendix.


 


3.3No 102 Trustee
Grants may be made effective pursuant to this Appendix until 30 days after all filings required by the ITO and the Rules have been
made with the ITA.


 


3.4The Award Agreement
or documents evidencing the Awards granted or Stock issued pursuant to the Plan and this Appendix shall indicate whether the grant
is a 102 Trustee Grant, a Non-Trustee Grant or a 3(i) Option and, if the grant is a 102 Trustee Grant, whether it is a 102 Capital
Gains Track Grant or a 102 Ordinary Income Track Grant.


 


		4.	102 Trustee Grants - Terms and Conditions



 


4.1Each 102 Trustee
Grant will be deemed granted on the Grant Date, which shall be stated in the Award Agreement for such 102 Trustee Grant or in a
written notice provided by the Company to the Trustee, provided that effective as of such date (i) the Company has provided such
Award Agreement or written notice to the Trustee and (ii) the Participant has signed all documents required pursuant to this Section
4.


 






    	A-3



    	 



    
 


4.2Each 102 Trustee
Grant granted to an Eligible 102 Participant and each certificate for Stock acquired pursuant to a 102 Trustee Grant shall be issued
to and registered in the name of a Trustee and shall be held in trust for the benefit of the Participant for the Required Holding
Period. After termination of the Required Holding Period, the Trustee may release such 102 Trustee Grant and any such Stock, provided
that (i) the Trustee has received an acknowledgment from the Israeli Income Tax Authority that the Eligible 102 Participant has
paid any applicable tax due pursuant to the ITO or (ii) the Trustee and/or the Company or its Affiliate withholds any applicable
tax due pursuant to the ITO. The Trustee shall not release any 102 Trustee Grant or Stock issued upon exercise of such Option prior
to the full payment of the Eligible 102 Participant’s tax liabilities.


 


4.3Each 102 Trustee
Grant (whether a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant, as applicable) shall be subject to the relevant
terms of Section 102 and the ITO, which shall be deemed an integral part of the 102 Trustee Grant and shall control over any term
contained in the Plan, this Appendix or any Award Agreement that is not consistent therewith. Any provision of the ITO and any
approvals by the ITA not expressly specified in this Appendix or any document evidencing an Award that are necessary to receive
or maintain any tax benefit pursuant to the Section 102 shall be binding on the Eligible 102 Participant. The Trustee and the Eligible
102 Participant granted a 102 Trustee Grant shall comply with the ITO and the terms and conditions of the trust agreement entered
into between the Company and the Trustee. For avoidance of doubt, compliance with the ITO specifically includes compliance with
the Rules. Furthermore, the Eligible 102 Participant agrees to execute any and all documents which the Company or the Trustee may
reasonably determine to be necessary in order to comply with the provision of any applicable law, and, particularly, Section 102.
With respect to 102 Capital Gain Track Grants, to the extent that the Stock is listed, quoted or traded on any established stock
exchange, national market system or bulleting board, the provisions of Section 102(b)(3) of the ITO will apply with respect to
Options whose exercise price is lower than the Israeli Fair Market Value of the Shares on the Grant Date.


 


4.4During the Required
Holding Period, the Eligible 102 Participant shall not require the Trustee to release or sell the Options or Stock and other shares
received subsequently following any realization of rights derived from Stock or Options or other Awards (including stock dividends)
to the Eligible 102 Participant or to a third party, unless permitted to do so by applicable law. Notwithstanding the foregoing,
the Trustee may, pursuant to a written request and subject to applicable law, release and transfer such Stock to a designated third
party, provided that both of the following conditions have been fulfilled prior to such transfer: (i)  all taxes required
to be paid upon the release and transfer of the shares have been withheld for transfer to the tax authorities, and (ii) the Trustee
has received written confirmation from the Company that all requirements for such release and transfer have been fulfilled according
to the terms of the Company’s corporate documents, the Plan, any applicable agreement and any applicable law. For avoidance
of doubt, any such sale or release during the Required Holding Period will result in different tax consequences to the Eligible
102 Participant under Section 102 and the Rules and/or any other regulations or orders or procedures promulgated thereunder, and
such tax consequences shall be borne solely by such Eligible 102 Participant.


 


4.5In the event
a stock dividend is declared and/or additional rights are granted with respect to Stock that derive from Awards granted as 102
Trustee Grants, such dividend and/or rights shall also be subject to the provisions of this Section 4 and the Required Holding
Period for such dividend shares and/or rights shall be measured from the commencement of the Required Holding Period for the Award
with respect to which the dividend was declared and/or rights granted. In the event of a cash dividend on Stock, the Trustee shall
transfer the dividend proceeds to the Eligible 102 Participant after deduction of taxes and mandatory payments in compliance with
applicable withholding requirements.


 






    	A-4



    	 



    
 


4.6If an Option
granted as a 102 Trustee Grant is exercised during the Required Holding Period or Stock is issued in connection with an Award,
the Stock issued shall be issued in the name of the Trustee for the benefit of the Eligible 102 Participant. If such Stock is issued
after the Required Holding Period has elapsed, at the election of the Eligible 102 Participant, such Stock shall either (i) be
issued in the name of the Trustee or (ii) be transferred to the Eligible 102 Participant directly, provided that the Israeli Participant
first complies with all applicable provisions of the Plan.


 


4.7For avoidance
of doubt, notwithstanding anything to the contrary in the Plan (including, without limitation, Section 10.1 thereof), no Award
qualifying as a 102 Trustee Grant shall, after being granted, be substituable for payment in cash or any other form of consideration,
unless and to the extent permitted under Section 102 or as expressly authorized by of the ITA.


 


		5.	Assignability



 


For such time as an
Award or Stock is held by the Trustee on behalf of the Eligible 102 Participant, all rights of the Eligible 102 Participant in
connection with and arising out of the Award or Stock are personal and cannot be transferred, assigned, pledged or mortgaged, other
than by will or laws of descent and distribution.


 


		6.	Tax Consequences



 


6.1Any tax consequences
arising from the grant or exercise of any Award, from the payment for Stock covered thereby, or from any other event or act (of
the Company, and/or its Affiliates, and the Trustee or the Participant), hereunder, shall be borne solely by the Israeli Participant.
The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements under all applicable laws,
rules, and regulations, including any requirement to withhold taxes at source. Furthermore, the Israeli Participant shall agree
to indemnify the Company and/or its Affiliates and/or the Trustee 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 Israeli Participant. The Company or any of its Affiliates and the
Trustee 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 or vesting or sale thereof.
In addition, the Participant will be required to pay any amount which exceeds the tax to be withheld and transferred to the tax
authorities, pursuant to all applicable laws, rules and regulations.


 






    	A-5



    	 



    
 


6.2With respect
to Non-Trustee Grants, if the Israeli Participant ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant
shall provide to the Company and/or its Affiliate a form of collateral or guarantee (in a form satisfactory to the Company) for
the payment of tax due at the time of sale of Stock, all in accordance with the provisions of Section 102 and the Rules.


 


		7.	Governing Law and Jurisdiction



 


Notwithstanding any
other provision of the Plan, with respect to all grants of Awards made to Israeli Participants in connection with this Appendix,
each of the Plan, this Appendix and all instruments issued thereunder or in connection therewith and all grants of Awards made
in connection therewith shall be governed by, and interpreted in accordance with, the laws of the State of Israel applicable to
contracts made and to be performed therein.


 


		8.	Securities Laws



 


Without derogation
from the provisions of the Plan, all Awards hereunder shall be subject to compliance with the Israeli Securities Law, 1968, and
the rules and regulations promulgated thereunder.


 






    	A-6