Exhibit 10.6


 


NASVAX LTD. SHARE OPTION PLAN


 


NASVAX
LTD.


THE
2005 SHARE OPTION PLAN


 


 


TABLE
OF CONTENTS


 


	1.	PURPOSE OF THE ISOP	1
	2.	DEFINITIONS
	1
	3.	ADMINISTRATION
OF THE ISOP 	4
	4.	DESIGNATION
OF PARTICIPANTS	5
	5.	DESIGNATION
OF OPTIONS PURSUANT TO SECTION 102 	5
	6.	TRUSTEE	6
	7.	SHARES
RESERVED FOR THE ISOP	7
	8.	PURCHASE
PRICE 	7
	9.	ADJUSTMENTS 	8
	10.	TERM
AND EXERCISE OF OPTIONS 	9
	11.	VESTING
OF OPTIONS 	10
	12.	SHARES
SUBJECT TO RIGHT OF FIRST REFUSAL 	11
	13.	DIVIDENDS
	11
	14.	RESTRICTIONS
ON ASSIGNABILITY AND SALE OF OPTIONS 	11
	15.	EFFECTIVE
DATE AND DURATION OF THE ISOP 	11
	16.	AMENDMENTS
OR TERMINATION 	12
	17.	GOVERNMENT
REGULATIONS 	12
	18.	CONTINUANCE
OF EMPLOYMENT 	12
	19.	GOVERNING
LAW & JURISDICTION 	12
	21.	NON-EXCLUSIVITY
OF THE ISOP 	12
	22.	MULTIPLE
AGREEMENTS 	12


 



    	 		 



     

    







 





This
plan, as amended from time to time, shall be known as NasVax Ltd. 2005 Share Option Plan (the “ISOP”).


 


1.
PURPOSE OF THE ISOP


 


The
ISOP is intended to provide an incentive to retain in the employ of the Company and its Affiliates (as defined below), persons
of training, experience, and ability, to attract new employees, directors, consultants, service providers and any other entity
which the Board (as defined below) shall decide their services are considered valuable to the Company, to encourage the sense
of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success
of the Company by providing them with opportunities to purchase shares in the Company, pursuant to the ISOP.


 


2.
DEFINITIONS


 


For
purposes of the ISOP and relatedidocuments, including the Option Agreement, the following definitions shall apply:


 


2.1
“Affiliate” means any “employing company” within the meaning of Section 102(a) of the Ordinance.


 


2.2
“Approved 102 Option” means an Option granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee
for the benefit of the Optionee.


 


2.3
“Board” means the Board of Directors of the Company.


 


2.4
“Capital Gain Option (CGO)” as defined in Section 5.4 below.


 


2.5
“Cause” means, (i) conviction of any felony involving moral turpitude or affecting the Company; (ii) any refusal to
carry out a reasonable directive of the chief executive officer, the Board or the Optionee’s direct supervisor, which involves
the business of the Company or its Affiliates and was capable of being lawfully performed; (iii) embezzlement of funds of the
Company or its Affiliates; (iv) any breach of the Optionce’s fiduciary duties or duties of care of the Company; including
without limitation disclosure of confidential information of the Company; (v) any conduct (other than conduct in good faith) reasonably
determined by the Board to be materially detrimental to the Company; and (vi) circumstances which deprive an employee of severance
payment according to applicable law.


 






    


     


    

 


2.6
“Chairman” means the chairman of the Committee.


 


2.7
“Committee” means a share option compensation committee appointed by the Board, which shall consist of no fewer than
two members of the Board.


 


2.8
“Company" means NasVax Ltd., an Israeli company.


 


2.9
“Companies Law” means the Israeli Companies Law 5759-1999.


 


2.10
“Controlling Shareholder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.


 


2.11
“Date of Grant” means, the date of grant of an Option, as determined by the Board and set forth in the Optionee’s
Option Agreement.


 


2.12
"Employee” means a person who is employed by the Company or its Affiliates, including an individual who is serving
as a director or an office holder, but excluding Controlling Shareholder.


 


2.13
“Expiration data" means the date Upon which an Option shall expire, as set forth in Section 10.2 of the ISOP.


 


2.14
“Fair Market Value” means as of any date, the value of a Share determined as follows:


 


(i)
If the Shares are listed on any established stock exchange or a national market system, including without limitation the NASDAQ
National Market system, or the NASDAQ SmallCap Market of the NASDAQ Stock Market, the Fair Market Value shall be the closing sales
price for such Shares (or the closing bid, if no sales were reported), as quoted on such exchange or system for the last market
trading day prior to time of determination, as reported in the Wall Street Journal, or such other source as the Board deems reliable.


 


Without
derogating from the above, solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance,
if at the Date of Grant the Company's shares are listed on any established stock exchange or a national market system or if the
Company’s shares will be registered for trading within ninety (90) days following the Date of Grant, the Fair Market Value
of a Share at the Date of Grant shall be determined in accordance with the average value of the Company’s shares on the
thirty (30) trading days preceding the Date of Grant or on the thirty (30) trading days following the date of registration for
trading, as the case may be;


 


(ii)
If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of
determination, or;


 


(iii)
In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the
Board.


 


2.15
“1Po” means the initial public offering of the Company’s shares.


 


2.16
“ISOP” means this 2005 Share Option Plan.


 






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2.17
“ITA” means the Israeli Tax Authorities.


 


2.18
“Non-Employee” means a consultant, adviser, service provider, Controlling Shareholder or any other person who is not
an Employee.


 


2.19
“Ordinary Income Option (010)" as defined in Section 5.5 below.


 


2.20
“Option” means an option to purchase one or more Shares of the Company pursuant to the ISOP.


 


2.21
“102 Option” means any Option granted to Employees pursuant to Section 102 of the Ordinance.


 


2.22
“3(i) Option” means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.


 


2.23
“Optionee” means a person who receives or holds an option under the ISOP.


 


2.24
“Option Agreement” means the share option agreement between the Company and an Optionee that sets out the
terms and Conditions of an Option.


 


2.25
“Ordinance” means the 1961 Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended.


 


2.26
“Purchase Price” means the price for each Share subject to an Option.


 


2.27
“Section 102” means section 102 of the Ordinance as now in effect or as hereafter amended.


 


2.28
“Share” means the ordinary shares, NIS 0.1 par value each, of the Company.


 


2.29
“Successor Company” means any entity the Company is merged to or is acquired by, in which the Company is not the surviving
entity.


 


2.30
“Transaction” means (i) merger, acquisition or reorganization of the Company with one or more other entities in which
the Company is not the surviving entity, (ii) a sale of all or substantially all of the assets of the Company.


 


2.31
“Trustee” means any individual appointed by the Company to serve as a trustee and approved by the ITA, all in accordance
with the provisions of Section 102(a) of the Ordinance.


 


2.32
“Unapproved 102 Option” means an Option granted pursuant to Section 102(c) of the Ordinance and not held in trust
by a Trustee.


 


2.33
“Vested Option” means any Option, which has already been vested according to the Vesting Dates.


 


2.34
“Vesting Dates” means, as determined by the Board or by the Committee, the date as of which the Optionee shall be
entitled to exercise the Options or part of the Options, as set forth in section 11 of the ISOP.


 






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3.
ADMINISTRATION OF THE ISOP


 


3.1
The Board shall have the power to administer the 'Plan. To the extent permitted under applicable law, the Board may delegate its
powers under the Plan, or any part thereof, to the Committee, in which case, any reference to the Board in the Plan with respect
to the rights so delegated shall be construed as reference to the Committee. Notwithstanding the foregoing, the Board shall automatically
have residual authority (i) if no Committee shall be constituted, (ii) with respect to rights not delegated by the Board to the
Committee, or (iii) if such Committee shall cease to operate for any reason whatsoever.


 


3.2
The Committee shall select one of its members as its Chairman and shall hold its meetings at such times and places as the Chairman
shall determine. The Committee shall keep records of its meetings and shall make such rules and regulations for the conduct of
its business as it shall deem advisable.


 


3.3
The Committee shall have the power to recommend to the Board and the Beard shall have the full power and authority to: (i) designate
participants; (ii) determine the terms and provisions of the respective Option Agreements, including, but not limited to, the
number of Options to be granted to each Optionee, the number of Shares to be covered by each Option, provisions concerning the
time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability
or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the
Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of Approved 102 Option; and (v) designate
the type of Options. The Committee shall have fill] power and authority to: (i) alter any restrictions and conditions of any Options
or Shares subject to any Options (ii) interpret the provisions and supervise the administration of the ISOP; (iii) accelerate
the right of an Optionee to exercise in whole or in part, any previously granted Option; (iv) determine the Purchase Price of
the Option; (v) prescribe, amend and rescind rules and regulations relating to the ISOP; and (vi) make all other determinations
deemed necessary or advisable for the administration of the ISOP.


 


3.4
Notwithstanding the above, the Committee shall not be entitled to grant Options to the Optionees, however, it will be authorized
to issue Shares underlying Options which have been granted by the Board and duly exercised pursuant to the provisions herein in
accordance with section 112(a)(5) of the Companies Law.


 


3.5
The Board shall have the authority to grant, at its discretion, to the holder of an outstanding Option, in exchange
for the surrender and cancellation of such Option, a new Option having a purchase price equal to, lower than or higher than
the Purchase Price of the original Option so surrendered and canceled and containing such other terms and conditions as the
Committee may prescribe in accordance with the provisions of the ISOP.


 


3.6
Subject to the Company’s Articles of Association,-all decisions and selections made by the Board or the Committee pursuant
to the provisions of the ISOP shall be made by a majority of its members except that no member of the Board or the Committee shall
vote on, or be counted for quorum purposes, with respect to any proposed action of the Board or the Committee relating to any
Option to be granted to that member. Any decision reduced to writing shall be executed in accordance with the provisions of the
Company’s Articles of Association, as the same may be in effect from time to time.


 






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3.7
The interpretation and construction by the Committee of any provision of the IS OP or of any Option Agreement thereunder shall
be final and conclusive unless otherwise determined by the Board.


 


3.8
Subject to the Company’s Articles of Association and the Company’s decision, and to all approvals legally
required, including, but not limited to the provisions of the Companies Law, 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 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 ISOP unless arising out of such member's own fraud or bad faith, to the 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 Articles of Association, any agreement, any vote of shareholders or
disinterested directors, insurance policy or otherwise.


 


4. DESIGNATION OF PARTICIPANTS


 


4.1
The persons eligible for participation in the ISOP as Optionees shall include any Employees and/or Non-Employees of the Company
or of any Affiliate; provided, however, that (i) Employees may only be granted 102 Options; (ii) Non-Employees may only be granted
3(i) Options; and (iii) Controlling Shareholders may only be granted 3(i) Options.


 


4.2
The grant of an Option hereunder shall neither entitle the Optionee to participate nor disqualify the Optionee from participating
in, any other grant of Options pursuant to the ISOP or any other option or share plan of the Company or any of its Affiliates.


 


4.3
Anything in the IS OP to the contrary notwithstanding, all grants of Options to directors and office holders shall be authorized
and implemented in accordance with the provisions of the Companies Law or any successor act or regulation, as in effect from time
to time.


 


5.
DESIGNATION OF OPTIONS PURSUANT TO SECTION 102


 


5.1
The Company may designate Options granted to Employees pursuant to Section 102 as Unapproved 102 Options or Approved 102 Options.


 


5.2
The grant of Approved 102 Options shall be made under this ISOP adopted by the Board as described in Section 15 below, and shall
be conditioned upon the approval of this ISOP by the ITA.


 


5.3
Approved 102 Option may either be classified as Capital Gain Option (“CGO”) or Ordinary Income Option (“OIO”).


 


5.4
Approved 102 Option elected and designated by the Company to qualifir under the capital gain tax treatment in accordance with
the provisions of Section 102(b)(2) shall be referred to herein as CGO.


 


5.5
Approved 102 Option elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with
the provisions of Section 102(b)(1) shall be referred to herein as 010.


 






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5.6
The Company’s election of the type of Approved 102 Options as COO or 010 granted to Employees (the
“Election”), shall be appropriately filed with the ITA before the Date of Grant of an Approved 102 Option. Such
Election shall become effective beginning the first Date of Grant of an Approved 102 Option under this ISOP and shall remain
in effect at least until the end of the year following the year during which the Company first granted Approved 102 Options.
The Election shall obligate the Company to grant only the type of Approved 102 Option it has elected, and shall apply
to all Optionees who were granted Approved 102 Options during the period indicated herein, all in accordance with the
provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from
granting Unapproved 102 Options simultaneously.


 


5.7
All Approved 102 Options must be held in trust by a Trustee, as described in Section 6 below.


 


5.8
For the avoidance of doubt, the designation of Unapproved 102 Options and Approved 102 Options shall be subject to the terms and
conditions set forth in Section 102 of the Ordinance and the regulations promulgated thereunder.


 


5.9
With regards to Approved 102 Options, the provisions of the ISOP and/or the Option Agreement shall be subject to the provisions
of Section 102 and the Tax Assessing Officer’s permit, and the said provisions and permit shall be deemed an integral part
of the ISOP and of the Option Agreement. Any provision of Section 102 and/or the said permit which is necessary in order to receive
and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified in the ISOP or the Option Agreement,
shall be considered binding upon the Company and the Optionees.


 


6.
TRUSTEE


 


6.1
Approved 102 Options which shall be granted under the ISOP and/or any Shares allocated or issued upon exercise of such Approved
102 Options and/or other shares received subsequently following any realization of rights, including without limitation bonus
shares, shall be allocated or issued to the Trustee and held for the benefit of the Optionees for such peridd of time as required
by Section 102 or any regulations, rules or orders or procedures promulgated thereunder (the “Holding Period”). In
the case the requirements for Approved 102 Options are not met, then the Approved 102 Options may be treated as Unapproved 102
Options, all in accordance with the provisions of Section 102 and regulations promulgated thereunder.


 


6.2
Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise of Approved
102 Options prior to the full payment of the Optionee’s tax liabilities arising from Approved 102 Options which were granted
to him and/or any Shares allocated or issued upon exercise of such Options.


 


6.3
With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or procedures
promulgated thereunder, an Optionee shall not sell or release from trust any Share received upon the exercise of an Approved 102
Option and/or any share received subsequently following any realization of rights, including withoutlimitation, bonusshares, until
the lapse of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the above, if any such sale or release
occurs during the Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or orders
or procedures promulgated thereunder shall apply to and shall be borne by such Optionee.


 






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6.4
Upon receipt of Approved 102 Option, the Optionee will sign an undertaking to release i the Trustee from any liability in respect
of any action or decision duly taken and bona fide executed in relation with the ISOP, or any Approved 102 Option or Share granted
to him thereunder.


 


7. SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON


 


7.1
The Company has reserved 11082 authorized Shares, for the purposes of the ISOP and for the purposes of any other share option
plans which may be adopted by the Company in the fiJture, subject to adjustment as set forth in Section 9 below. Any Shares which
remain unissued and which are not subject to the outstanding Options at the termination of the ISOP shall cease to be reserved
for the purpose of the ISOP, but until termination of the ISOP the Company shall at all times reserve sufficient number of Shares
to meet the requirements of the ISOP. Should any Option for any reason expire or be canceled prior to its exercise or relinquishment
in hill, the Shares subject to such Option may again be subjected to an Option under the ISOP or under the Company's other share
option plans.


 


7.2
Each Option granted pursuant to the ISOP, shall be evidenced by a written Option Agreement between the Company and the Optionee,
in such form as the Board or the Committee shall from time to time approve. Each Option Agreement shall state, among other matters,
the number of Shares to which the Option relates, the type of Option granted thereunder (whether a CGO, OIO, Unapproved 102 Option
or a 3(i) Option), the Vesting Dates, the Purchase Price per share, the Expiration Date and such other terms and conditions as
the Committee or the Board in its discretion may prescribe, provided that they are consistent with this ISOP.


 


7.3
Until the consummation of an IPO, such Shares shall be voted by an irrevocable proxy (the “'Proxy”) pursuant to the
directions of the Board, such Proxy to be assigned to the person or persons designated by the Board. Such person or persons designated
by the Board 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 such Proxy unless arising out of such member's own fraud or
bad faith, to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification
the person(s) may have as a director or otherwise under the Company's Articles of Association, any agreement, any vote of shareholders
or disinterested directors, insurance policy or otherwise. Without derogating from the above, with respect to Approved 102 Options,
such shares shall be voted in accordance with the provisions of Section 102 and any rules, regulations or orders promulgated thereunder.


 


8.
PURCHASE PRICE


 


8.1
The Purchase Price of each Share subject to an Option shall be determined by the Committee in its sole and absolute discretion
in accordance with applicable law, subject to any guidelines as may be determined by the Board from time to time. Each Option
Agreement will contain the Purchase Price determined for each Optionee.


 


8.2
The Purchase Price shall be payable upon the exercise of the Option in a form satisfactory to the Committee, including without
limitation, by cash or check. The Committee shall have the authority to postpone the date of payment on such terms as it may determine.


 


8.3
'The Purchase Price shall be denominated in the currency of the primary economic environment of, either the Company or the Optionee
(that is the functional currency of the Company or the currency in which the Optionee is paid) as determined by the Company.


 






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9.
ADJUSTMENTS


 


Upon
the occurrence of any of the following described events, Optionee's rights to purchase Shares under the ISOP shall be
adjusted as hereafter provided:


 


9.1
In the event of Transaction, the unexercised Options then outstanding under the ISOP shall be assumed or substituted for an appropriate
..number of shares of each class of shares or other securities of the Successor Company (or a parent or subsidiary of the Successor
Company) as were distributed to the shareholders of the Company in connection and with respect to the Transaction. In the case
of such assumption and/or substitution of Options, appropriate adjustments shall be made to the Purchase Price so as to reflect
such action and all other terms and conditions of the Option Agreements shall remain unchanged, including but not limited to the
vesting schedule, all subject to the determination of the Committee or the Board, which determination shall be in their sole discretion
and final. The Company shall notify the Optionee of the Transaction in such form and method as it deems applicable at least ten
(10) days prior to the effective date of such Transaction.


 


9.2
Notwithstanding the above and subject to any applicable law, the Board or the Committee shall have full power and authority to
determine that in certain Option Agreements there shall be a clause instructing that, if in any such Transaction as described
in section 9.1 above, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute
for the Options, the Vesting Dates shall be accelerated so that any unvested Option or any portion thereof shall be immediately
vested as of the date which is ten (10) days prior to the effective date of the Transaction.


 


9.3
For the purposes of section 9.1 above, an Option shall be considered assumed or substituted if, following the Transaction, the
Option confers the right to purchase or receive, for each Share underlying an Option immediately prior to the Transaction, the
consideration (whether shares, options, cash, or other securities or property) received in the Transaction by holders of shares
held on theeffective date of the Transaction (and if such holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the
Transaction is not solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary, the Committee
may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Option to
be solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary equal in Fair Market Value
to the per Share consideration received by holders of a majority of the outstanding shares in the Transaction; and provided. further
that the Committee may determine, in its discretion, that in lieu of such assumption or substitution of Options for options of
the Successor Company or its parent or subsidiary, such Options will be substituted for any other type of asset or property including
cash which is fair under the circumstances.


 


9.4
If the Company is voluntarily liquidated or dissolved while unexercised Options remain outstanding under the ISOP, the Company
shall immediately notify all unexercised Option holders of such liquidation, and the Option holders shall then have ten (10) days
to exercise any unexercised Vested Option held by them at that time, in accordance with the exercise procedure set forth herein.
Upon the expiration of such ten-days period, all remaining outstanding Options will terminate immediately.


 






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9.5
If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend (bonus shares),
share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as often as
the same shall occur, then the number, class and kind of the Shares subject to the ISOP- or subject to any Options therefore granted,
and the Purchase Prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without
changing the aggregate Purchase Price, provided, however, that no adjustment shall be made by reason of the distribution of subscription
rights (rights offering) on outstanding shares. Upon happening of any of the foregoing, the class and aggregate number of Shares
issuable pursuant to the ISOP (as set forth in Section 7 hereot), in respect of which Options have not yet been exercised, shall
be appropriately adjusted, all as will be determined by the Board whose determination shall be final.


 


9.6
Anything herein to the contrary notwithstanding, if prior to the completion of the IPO all or substantially all of the shares
of the Company are to be sold, or in case of a Transaction, all or substantially all of the shares of the Company are to be exchanged
for securities of another Company, then each Optionee shall be obliged to sell or exchange, as the case may be, any Shares such
Optionee purchased under the ISOP, in accordance with the instructions issued by the Board in connection with the Transaction,
whose determination shall be final.


 


9.7
All Optionees shall be required to acknowledge in the Option Agreement that in the event that the Company’s shares shall
be registered for trading in any public market, Optionee’s rights to sell the Shares may be subject to certain limitations
(including alock-up period), as will be requested by the Company or its underwriters.


 


10.
TERM AND EXERCISE oF OPTIONS


 


10.1
Options shall be exercised by the Optionee by giving written notice to the Company and/or to any third party designated by the
Company (the “Representative”), in such form and method as may be determined by the Company and when applicable, by
the Trustee in accordance with the requirements of Section 102, which exercise shall be effective upon receipt of such notice
by the Company and/or the Representative and the payment of the Purchase Price at the Company’s or the Representative’s
principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised.


 


10.2
Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in the
Option Agreement; and-(ii) the expiration of any extended period in any of the events set forth in section 10.5 below.


 


10.3
The Options may be exercised by the Optionee in whole at any time or in part from time to time, to the extent that the Options
become vested and exercisable, prior to the Expiration Date, and provided that, subject to the'provisions of section 10.5 below,
the Optionee is employed by or providing services to the Company or any of its Affiliates, at all times during the period beginning
with the granting of the Option and ending upon the date of exercise.


 


10.4
Subject to the provisions of section 10.5 below, in the event of termination of Optionee’s employment or services, with
the Company or any of its Affiliates, all Options granted to such Optionee will immediately expire. A notice of termination of
employment or service shall be deemed to constitute termination of employment or service. For the avoidance of doubt, in case
of such termination of employment or service, the unvested portion of the Optionee’s Option shall not vest and shall not
become exercisable.


 






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10.5
Notwithstanding anything to the contrary hereinabove and unless otherwise determined in the Optionee‘s Option Agreement,
an Option may be exercised after the date of termination of Optionee's employment or service with the Company or any Affiliates
during an additional period of time beyond the date of such termination, but only with respect to the number of Vested Options
at the time of such termination according to the Vesting Dates, if:


 


I
(i) termination is without Cause, in which event any Vested Option still in force and unexpired may be exercised within a period
of ninety (90) days after the date of such termination; or-


 


(ii)
termination is the result of death or disability of the Optionee, in which event any Vested Option still in force and unexpired
may be exercised within a period of twenty (24) months after the date of such termination; or


 


(iii)
prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the Vested Options
beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise
have been exercisable.


 


For
avoidance of any doubt, if termination of employment or service is for Cause, any


 


outstanding
unexercised Option (whether vested or non-vested), will immediately expire and terminate, and the Optionee shall not have any
right in connection to such outstanding Options.


 


10.6
To avoid doubt, the Optionees shall not have any of the rights or privileges of shareholders of the Company in respect of any
Shares purchasable upon the exercise of any Option, nor shall they be deemed to be a class of shareholders or creditors of the
Company for purpose of the operation of sections 350 and 351 of the Companies Law or any successor to such section, until registration
of the Optionee as holder of such Shares in the Company’s register of shareholders upon exercise of the Option in accordance
with the provisions of the ISOP, but in case of Options and Shares held by the Trustee, subject to the provisions of Section 6
of the ISOP.


 


10.7
Any form of Option Agreement authorized by the ISOP may contain such other provisions as the Committee may, from time to time,
deem advisable.


 


10.8
With respect to Unapproved 102 Option, if the Optionee ceases to be employed by the Company or any Affiliate, the Optionee shall
extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all
in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated thereunder.


 


11. VESTING OF OPTIONS


 


11.1
Subject to the provisions of the ISOP, each Option shall vest following the Vesting Dates and for the number of Shares as shall
be provided in the Option Agreement. However, no Option shall be exercisable after the Expiration Date.


 


11.2
An Option may be subject to such other terms and conditions on the time or times when it may be exercised, as the Committee may
deem appropriate. The vesting provisions of individual Options may vary.


 






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12.
SHARES SUBJECT TO RIGHT OF FIRST REFUSAL/PREEMPTIVE RIGHTS


 


12.1
Notwithstanding anything to the contrary in the Articles of Association of the Company, none of the Optionecs shall have a right
of first refusal in relation with any sale of shares in the Company, nor shall Optionecs have preemptive rights.


 


12.2
Unless otherwise determined by the Committee, until such time as the Company shall complete an IPO, an Optionee shall not have
the right to sell Shares issued upon the exercise of an Option within six (6) months and one day of the date of exercise of such
Option or issuance of such Shares. Unless otherwise determined by the Committee, until such time as the Company shall complete
an IPO, the sale of Shares issuable upon the exercise of an Option shall be subject to a right of first refusal as set forth in
the Articles of Association of the Company.


 


13.
DIVIDENDS


 


With respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options) allocated or
issued upon the exercise of Options purchased by the Optionee and held by the Optionee or by the Trustee, as the case may be,
the Optionee shall be entitled to receive dividends in accordance with the quantity of such Shares, subject to the provisions
of the Company’s Articles of Association (and all amendments thereto) and subject to any applicable taxation on
distribution of dividends, and when applicable subject to the provisions of Section 102 and the rules, regulations or orders
promulgated thereunder,


 


14.
RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS


 


14.1
No Option or any right with resPect thereto, purchasable hereunder, w" ' iTEtiIEFfu‘i'iypaitiurm not, shall be assignable,
transferable or given as collateral or any right with respect to it given to any third party whatsoever, except as specifically
allowed under the ISOP, and during the lifetime of the Optionee each and all of such Optionee‘s rights to purchase Shares
hereunder shall be exercisable only by the Optionee.


 


Any
such action made directly or indirectly, for an immediate validation or for a future one, shall be void.


 


14.2
As long as Options and/or Shares are held by the Trustee on behalf of the Optionee, all rights of the Optionee over the Shares
are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or pursuant to the laws of descent and
distribution.


 


15.
 EFFECTIVE DATE AND DURATION OF THE ISOP


 


The ISOP shall be effective as of the day it was adopted by the Board and shall terminate
at the end of ten (10) years from such day of adoption. The Company shall obtain the approval of the Company’s shareholders
for the adoption of this ISOP or for any amendment to this ISOP, if shareholders’ approval is necessary-or desirable to
comply with any applicable law including without limitation the US securities law or the securities laws of other jurisdiction
applicable to Options granted to Optionees under this ISOP, or if shareholders’ approval is required by any authority or
by any governmental agencies or national securities exchanges including without limitation the US Securities and Exchange Commission.


 






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16.
AMENDMENTS OR TERMINATION


 


The Board may at any time, but when applicable, after consultation with the Trustee, amend, alter, suspend
or terminate the ISOP. No amendment, alteration, suspension or termination of the ISOP shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Company, which agreement must be in writing and signed by the Optionee
and the Company. Termination of the ISOP shall not affect the Committee’s ability to exercise the powers granted to it hereunder
with respect to Options granted under the ISOP prior to the date of such termination.


 


17.
GOVERNMENT REGULATIONS


 


The
ISOP, and the granting and exercise of Options hereunder, and the obligation of the Company to sell and deliver Shares under such
Options, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or of the United States
or any other State having jurisdiction over the Company and the Optionee, including the registration of the Shares under the United
States Securities Act of 1933, and the Ordinance and to such approvals by any governmental agencies or national securities exchanges
as may be required. Nothing herein shall be deemed to require the Company to register the Shares under the securities laws of
any jurisdiction.


 


18.
CONTINUAN CE OF EMPLOYMENT OR HIRED SERVICES


 


Neither the ISOP nor the Option Agreement with the Optionee shall impose any obligation
on the Company or an Affiliate thereof, to continue any Optionee in its employ or service, and nothing in the ISOP or in any Option
granted pursuant thereto shall confer upon any Optionee any right to continue in the employ or service of the Company or an Affiliate
thereof or restrict the right of the Company or an Affiliate thereof to terminate such employment or service at any time.


 


19.
GOVERNING LAW & JURISDICTION


 


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


 


20.
TAX CONSEQUENCES


 


20.1
Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from any
other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne solely by the
Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable
laws, rules, and regulations, including Withholding taxes at source. Furthermore, the Optionee shall agree to indemnify the Company
andlor 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 Optionee.


 


20.2 The Company and/or, when applicable, the Trustee Shall not be required to
release any Share certificate to an Optionee until all required payments have been fully made.


 


21.
NON-EXCLUSIVITY OF THE ISOP


 


The adoption of the ISOP by the Board shall not be construed as amending, modifying or rescinding
any previously approved incentive arrangements or 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 Options otherwise than under the ISOP, and
such arrangements may be either applicable generally or only in specific cases. For the avoidance of doubt, prior grant of options
to Optionees of the Company under their employment agreements, and not in the framework of any previous option plan, shall not
be deemed an approved incentive arrangement for the purpose of this Section.


 


22.
MULTIPLE AGREEMENTS


 


The terms of each Option may differ from other Options granted under the ISOP at the same time, or at any
other time. The Board may also grant more than one Option to a given Optionee during the term of the ISOP, either in addition
to, or in substitution for, one or more Options previously granted to that Optionee.


 


 


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