Exhibit
10.9





 





 






 


ARBE
ROBOTICS LTD.


2021
SHARE INCENTIVE PLAN


 





 









 


 


Unless
otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof.


 


1.
PURPOSE; TYPES OF AWARDS; CONSTRUCTION.


 


1.1
Purpose. The purpose of this 2021 Share Incentive Plan (as amended, this “Plan”) is to afford an incentive
to Service Providers of Arbe Robotics Ltd., an Israeli company (together with any successor corporation thereto, the “Company”),
or any Affiliate of the Company, which now exists or hereafter is organized or acquired by the Company or its Affiliates, to continue
as Service Providers, to increase their efforts on behalf of the Company or its Affiliates and to promote the success of the Company’s
business, by providing such Service Providers with opportunities to acquire a proprietary interest in the Company by the issuance of
Shares or restricted Shares (“Restricted Shares”) of the Company, and/or by the grant of options to purchase Shares
(“Options”), Restricted Share Units (“RSUs”) and/or other Share-based Awards pursuant to Sections
11 through 13 of this Plan.


 


1.2
Types of Awards. This Plan is intended to enable the Company to issue Awards under various tax regimes, including:


 


1.2.1
PURSUANT AND SUBJECT TO THE PROVISIONS OF SECTION 102 OF THE ORDINANCE (OR THE CORRESPONDING PROVISION OF ANY SUBSEQUENTLY ENACTED STATUTE,
AS AMENDED FROM TIME TO TIME), AND ALL REGULATIONS AND INTERPRETATIONS ADOPTED BY ANY COMPETENT AUTHORITY, INCLUDING THE ISRAEL TAX AUTHORITY
(THE “ITA”), INCLUDING THE INCOME TAX RULES (TAX BENEFITS IN STOCK ISSUANCE TO EMPLOYEES) 5763-2003 OR SUCH OTHER RULES SO
ADOPTED FROM TIME TO TIME (THE “RULES”) (SUCH AWARDS THAT ARE INTENDED TO BE (AS SET FORTH IN THE AWARD AGREEMENT) AND WHICH
QUALIFY AS SUCH UNDER SECTION 102 OF THE ORDINANCE AND THE RULES, “102 AWARDS”);


 


1.2.2
PURSUANT TO SECTION 3(9) OF THE ORDINANCE OR THE CORRESPONDING PROVISION OF ANY SUBSEQUENTLY ENACTED STATUTE, AS AMENDED FROM TIME TO
TIME (SUCH AWARDS, “3(9) AWARDS”);


 


1.2.3
INCENTIVE STOCK OPTIONS WITHIN THE MEANING OF SECTION 422 OF THE CODE, OR THE CORRESPONDING PROVISION OF ANY SUBSEQUENTLY ENACTED UNITED
STATES FEDERAL TAX STATUTE, AS AMENDED FROM TIME TO TIME, TO BE GRANTED TO EMPLOYEES WHO ARE DEEMED TO BE RESIDENTS OF THE UNITED STATES,
FOR PURPOSES OF TAXATION, OR ARE OTHERWISE SUBJECT TO U.S. FEDERAL INCOME TAX (SUCH AWARDS THAT ARE INTENDED TO BE (AS SET FORTH IN THE
AWARD AGREEMENT) AND WHICH QUALIFY AS AN INCENTIVE STOCK OPTION WITHIN THE MEANING OF SECTION 422(B) OF THE CODE, “INCENTIVE STOCK
OPTIONS”); AND OPTIONS NOT INTENDED TO BE (AS SET FORTH IN THE AWARD AGREEMENT) OR WHICH DO NOT QUALIFY AS AN INCENTIVE STOCK OPTION
TO BE GRANTED TO SERVICE PROVIDERS WHO ARE DEEMED TO BE RESIDENTS OF THE UNITED STATES FOR PURPOSES OF TAXATION, OR ARE OTHERWISE SUBJECT
TO U.S. FEDERAL INCOME TAX (“NONQUALIFIED STOCK OPTIONS”).


 


IN
ADDITION TO THE ISSUANCE OF AWARDS UNDER THE RELEVANT TAX REGIMES IN THE UNITED STATES OF AMERICA AND THE STATE OF ISRAEL, AND WITHOUT
DEROGATING FROM THE GENERALITY OF SECTION 25, THIS PLAN CONTEMPLATES ISSUANCES TO GRANTEES IN OTHER JURISDICTIONS OR UNDER OTHER TAX
REGIMES WITH RESPECT TO WHICH THE COMMITTEE IS EMPOWERED, BUT IS NOT REQUIRED, TO MAKE THE REQUISITE ADJUSTMENTS IN THIS PLAN AND SET
FORTH THE RELEVANT CONDITIONS IN AN APPENDIX TO THIS PLAN OR IN THE COMPANY’S AGREEMENT WITH THE GRANTEE IN ORDER TO COMPLY WITH
THE REQUIREMENTS OF SUCH OTHER TAX REGIMES.


 






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1.3
Company Status. This Plan contemplates the issuance of Awards by the Company, both as a private and public company.


 


1.4
Construction. To the extent any provision herein conflicts with the conditions of any relevant tax law, rule or regulation which
are relied upon for tax relief in respect of a particular Award to a Grantee, the Committee is empowered, but is not required, hereunder
to determine that the provisions of such law, rule or regulation shall prevail over those of this Plan and to interpret and enforce such
prevailing provisions. With respect to 102 Awards, if and to the extent any action or the exercise or application of any provision hereof
or authority granted hereby is conditioned or subject to obtaining a ruling or tax determination from the ITA, to the extent required
by applicable law, then the taking of any such action or the exercise or application of such section or authority with respect to 102
Awards shall be conditioned upon obtaining such ruling or tax determination, and, if obtained, shall be subject to any condition set
forth therein; it being clarified that there is no obligation to apply for any such ruling or tax determination (which shall be in the
sole discretion of the Committee) and no assurance is made that if applied any such ruling or tax determination will be obtained (or
the conditions thereof).


 


2.
DEFINITIONS.


 


2.1
Terms Generally. Except when otherwise indicated by the context, (i) the singular shall include the plural and the plural shall
include the singular; (ii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments,
restatements, supplements or modifications set forth therein or herein), (iv) references to any law, constitution, statute, treaty, regulation,
rule or ordinance, including any section or other part thereof shall refer to it as amended from time to time and shall include any successor
thereof, (v) reference to a “company” or “entity” shall include a, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, and reference to
a “person” shall mean any of the foregoing or an individual, (vi) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Plan in its entirety, and not to any particular
provision hereof, (vii) all references herein to Sections shall be construed to refer to Sections to this Plan; (viii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and
(ix) use of the term “or” is not intended to be exclusive.


 


2.2
Defined Terms. The following terms shall have the meanings ascribed to them in this Section 2:


 


2.2.1
“Affiliate” shall mean, (i) with respect to any person, any other person that, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, such person (with the term “control”
or “controlled by” within the meaning of Rule 405 of Regulation C under the Securities Act), including, without limitation,
any Parent or Subsidiary, or (ii) for the purpose of 102 Awards, “Affiliate” shall only mean an “employing company”
within the meaning and subject to the conditions of Section 102(a) of the Ordinance.


 


2.2.2
“Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation,
judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of
any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Company’s
shares are then traded or listed.


 


2.2.3
“Award” shall mean any Option, Restricted Share, RSUs, Shares or any other Share-based award granted under this Plan.


 


2.2.4
“Board” shall mean the Board of Directors of the Company.


 


2.2.5
“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business
relation of the Company or a Subsidiary, or any such relation that was a client, customer, licensee or other business relation within
the prior six (6) month period, in each case, with whom the Grantee transacted business or whose identity was known to the Grantee in
connection with Grantee’s employment or service with the Company or a Subsidiary.


 


2.2.6
“Change in Board Event” shall mean any time at which individuals who, as of the Effective Date, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.


 






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2.2.7
“Close Period” shall mean each and every of the following periods: (i) the period of two months preceding the publication
of the Company’s annual results (or, if the shorter, the period from its financial year end to the time of publication); (ii) if
the Company reports on a half-yearly basis, the period of two months immediately preceding the announcement of the half yearly report
or, if shorter, the period from the relevant financial period end up to and including the time of the announcement;; (iii) if the Company
reports on a quarterly basis, the period of one month immediately preceding the announcement of the quarterly results or, if shorter,
the period from the relevant financial period end up to and including the time of the announcement; (iv) any other period when the Company
is in possession of unpublished price sensitive information; and (v) any time it has become reasonably probable that such information
will be required by the rules of any applicable stock exchange market to be announced.


 


2.2.8
“Code” shall mean the United States Internal Revenue Code of 1986, and any applicable regulations promulgated thereunder,
all as amended.


 


2.2.9
“Committee” shall mean a committee established or appointed by the Board to administer this Plan, subject to Section
3.1. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at
the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director”
within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within
the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.


 


2.2.10
“Companies Law” shall mean the Israel Companies Law, 5759-1999, and the regulations promulgated thereunder, all as
amended from time to time.


 


2.2.11
“Controlling Shareholder” shall have the meaning set forth in Section 32(9) of the Ordinance.


 


2.2.12
“Detrimental Activity” means any of the following, as determined by the Committee in its sole reasonable discretion:
(i) a Grantee’s (x) breach of any agreement by which such Grantee is bound pertaining to the disclosure or use of any confidential
or proprietary information of, or (y) disparagement of, in each case, the Company or any Subsidiary (or their respective Affiliates);
(ii) a Grantee’s breach of any agreement with the Company or any Subsidiary by which such Grantee is bound pertaining to prohibitions
against competition, solicitation or other interfering activities; or (iii) a Grantee’s: (A) recruiting, encouraging, soliciting,
or inducing, or in any manner attempting to recruit, encourage, solicit, or induce, any person employed by, or providing consulting services
to, the Company or a Subsidiary (or their respective Affiliates) to terminate such person’s employment or services (or in the case
of a consultant, materially reducing such services) with the Company or Subsidiary (or their respective Affiliates); (B) soliciting,
hiring or engaging any individual who was employed by or consulting for the Company or a Subsidiary (or their respective Affiliates)
within the six (6) month period prior to the date of such solicitation, hiring or engagement; (C) soliciting or accepting business, in
each case, in a manner that is competitive with the business of the Company or a Subsidiary (or their respective Affiliates), from any
current or prospective client, customer, licensee, supplier, or other business relation of the Company or a Subsidiary (or their respective
Affiliates), or any Business Relation; (D) accepting employment with, or otherwise providing services to, any person that competes with
the business of the Company or a Subsidiary (or their respective Affiliates); or (E) encouraging, soliciting, or inducing, or in any
manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business
conducted with the Company or a Subsidiary (or their respective Affiliates), or in any way interfering with the relationship between
any such Business Relation and the Company or a Subsidiary (or their respective Affiliates).


 


2.2.13
“Disability” shall mean (i) the inability of a Grantee to engage in any substantial gainful activity or to perform
the major duties of the Grantee’s position with the Company or its Affiliates by reason of any medically determinable physical
or mental impairment which has lasted or can be expected to last for a continuous period of not less than 12 months (or such other period
as determined by the Committee), as determined by a qualified doctor acceptable to the Company, (ii) if applicable, a “permanent
and total disability” as defined in Section 22(e)(3) of the Code or Section 409A(a)(2)(c)(i) of the Code, as amended from time
to time, or (iii) as defined in a policy of the Company that the Committee deems applicable to this Plan, or that makes reference to
this Plan, for purposes of this definition. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability
shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.


 






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2.2.14
“Employee” shall mean any person treated as an employee (including an officer or a director who is also treated as
an employee) in the records of the Company or any of its Affiliates (and in the case of 102 Awards, subject to Section 9.3 or in the
case of Incentive Stock Options, who is an employee for purposes of Section 422 of the Code); provided, however, that neither service
as a director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of this Plan. The Company
shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee
and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of a person’s
rights, if any, under this Plan as of the time of the Company’s determination, all such determinations by the Company shall be
final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary
determination.


 


2.2.15
“employment”, “employed” and words of similar import shall be deemed to refer to the employment
of Employees or to the services of any other Service Provider, as the case may be.


 


2.2.16
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


2.2.17
“exercise” “exercised” and words of similar import, when referring to an Award that does not require
exercise or that is settled upon vesting (such as may be the case with RSUs or Restricted Shares, if so determined in their terms), shall
be deemed to refer to the vesting of such an Award (regardless of whether or not the wording included reference to vesting of such an
Awards explicitly).


 


2.2.18
“Exercise Period” shall mean the period, commencing on the date of grant of an Award, during which an Award shall
be exercisable, subject to any vesting provisions thereof (including any acceleration thereof, if any) and subject to the termination
provisions hereof.


 


2.2.19
“Exercise Price” shall mean the exercise price for each Share covered by an Option or the purchase price for each
Share covered by any other Award.


 


2.2.20
“Fair Market Value” means, as of any date, the value of a Share determined as follows:


 


(i)
If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange
or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported
in a source the Board deems reliable. Without derogating from the above, solely for the purpose of determining the tax liability as may
be required pursuant to Section 102 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)
Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the
Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.


 


(iii)
In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner
that complies with Section 409A of the Code or, in the case of Incentive Stock Options, in compliance with Section 422 of the Code.


 


(iv)
Notwithstanding the above, for purposes of Section 6.4.2 with respect to 102 Capital Gains Track Awards the Fair Market Value shall be
determined in a manner that complies with the Ordinance, the Rules and the tax ruling to the extent obtained from the ITA.


 


2.2.21
“Grantee” shall mean a person who has been granted an Award(s) under this Plan.


 


2.2.22
“Ordinance” shall mean the Israeli Income Tax Ordinance (New Version) 1961, and the regulations and rules (including
the Rules) promulgated thereunder, all as amended from time to time.


 






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2.2.23
“Parent” shall mean any company (other than the Company), which now exists or is hereafter organized, (i) in an unbroken
chain of companies ending with the Company if, at the time of granting an Award, each of the companies (other than the Company) owns
stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies
in such chain, or (ii) if applicable and for purposes of Incentive Stock Options, that is a “parent corporation” of the Company,
as defined in Section 424(e) of the Code.


 


2.2.24
“Retirement” shall mean a Grantee’s retirement pursuant to Applicable Law or in accordance with the terms of
any tax-qualified retirement plan maintained by the Company or any of its Affiliates in which the Grantee participates or is subject
to.


 


2.2.25
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


2.2.26
“Securities Act” shall mean the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder,
all as amended from time to time.


 


2.2.27
“Service Provider” shall mean an Employee, director, officer, consultant, advisor and any other person or entity who
provides services to the Company or any Parent, Subsidiary or Affiliate thereof. Service Providers shall include prospective Service
Providers to whom Awards are granted in connection with written offers of an employment or other service relationship with the Company
or any Parent, Subsidiary or any Affiliates thereof, provided, however, that such employment or service shall have actually commenced.


 


2.2.28
“Shares” shall mean ordinary shares of the Company as defined in the articles of association of the Company from time
to time (and as adjusted for stock split, reverse stock split, bonus shares, combination or other recapitalization events), or shares
of such other class of shares of the Company as shall be designated by the Board in respect of the relevant Award(s). “Shares”
include any securities, property or rights issued or distributed with respect thereto.


 


2.2.29
“Subsidiary” shall mean any company (other than the Company), which now exists or is hereafter organized or acquired
by the Company, (i) in an unbroken chain of companies beginning with the Company if, at the time of granting an Award, each of the companies
other than the last company in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other companies in such chain, or (ii) if applicable and for purposes of Incentive Stock Options,
that is a “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.


 


2.2.30
“tax(es)” shall mean (a) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments,
including all income, capital gains, alternative or add-on minimum, transfer, value added tax, real and personal property, withholding,
payroll, employment, escheat, social security, disability, national security, health tax, wealth surtax, stamp, registration and estimated
taxes, customs duties, fees, assessments and charges of any similar kind whatsoever (including under Section 280G of the Code) or other
tax of any kind whatsoever, (b) all interest, indexation differentials, penalties, fines, additions to tax or additional amounts imposed
by any taxing authority in connection with any item described in clause (a), (c) any transferee or successor liability in respect of
any items described in clauses (a) or (b) payable by reason of contract, assumption, transferee liability, successor liability, operation
of Applicable Law, or as a result of any express or implied obligation to assume Taxes or to indemnify any other person, and (d) any
liability for the payment of any amounts of the type described in clause (a) or (b) payable as a result of being a member of an affiliated,
consolidated, combined, unitary or aggregate or other group for any taxable period, including under U.S. Treasury Regulations Section
1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise.


 


2.2.31
“Ten Percent Shareholder” shall mean a Grantee who, at the time an Award is granted to the Grantee, owns shares possessing
more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or any Parent or Subsidiary, within
the meaning of Section 422(b)(6) of the Code.


 


2.2.32
“Trustee” shall mean the trustee appointed by the Committee to hold the Awards (and, in relation with 102 Trustee
Awards, approved by the ITA), if so appointed.


 






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2.3
Other Defined Terms. The following terms shall have the meanings ascribed to them in the Sections set forth below:


 


	Term	 	Section	 
	102 Awards	 	1.2.1	 
	102 Capital Gains Track Awards	 	 	9.1	 
	102 Non-Trustee Awards	 	 	9.2	 
	102 Ordinary Income Track Awards	 	 	9.1	 
	102 Trustee Awards	 	 	9.1	 
	3(9) Awards	 	 	1.2.2	 
	Award Agreement	 	 	6	 
	Cause	 	 	6.6.4.4	 
	Cashless Exercise Mechanism	 	 	6.4.2	 
	Company	 	 	1.1	 
	Company’s Event	 	 	6.4.3	 
	Effective Date	 	 	24.1	 
	Election	 	 	9.2	 
	Eligible 102 Grantees	 	 	9.3	 
	Incentive Stock Options	 	 	1.2.3	 
	Information	 	 	16.4	 
	ITA	 	 	1.2.1	 
	Market Stand-Off	 	 	17.1	 
	Merger/Sale	 	 	14.2	 
	Nonqualified Stock Options	 	 	1.2.3	 
	Options	 	 	1.1	 
	Plan	 	 	1.1	 
	Pool	 	 	5.1	 
	Recapitalization	 	 	14.1.1	 
	Required Holding Period	 	 	9.5.1	 
	Restricted Period	 	 	11.2	 
	Restricted Share Agreement	 	 	11	 
	Restricted Share Unit Agreement	 	 	12	 
	Restricted Shares	 	 	1.1	 
	RSUs	 	 	1.1	 
	Rules	 	 	1.2.1	 
	SAR	 	 	13.4	 
	Securities	 	 	17.1	 
	Structural Change	 	 	14.3	 
	Successor Corporation	 	 	14.2.1	 
	Withholding Obligations	 	 	18.5	 



 


3.
ADMINISTRATION.


 


3.1
To the extent permitted under Applicable Law, the Articles of Association and any other governing document of the Company, this Plan
shall be administered by the Committee. In the event that the Board does not appoint or establish a committee to administer this Plan,
this Plan shall be administered by the Board, and, accordingly, any and all references herein to the Committee shall be construed as
references to the Board. In the event that an action necessary for the administration of this Plan is required under Applicable Law to
be taken by the Board without the right of delegation, or if such action or power was explicitly reserved by the Board in appointing,
establishing and empowering the Committee, then such action shall be so taken by the Board. In any such event, all references herein
to the Committee shall be construed as references to the Board. Even if such a Committee was appointed or established, the Board may
take any actions that are stated to be vested in the Committee, and shall not be restricted or limited from exercising all rights, powers
and authorities under this Plan or Applicable Law.


 


3.2
The Board shall appoint the members of the Committee, may from time to time remove members from, or add members to, the Committee, and
shall fill vacancies in the Committee, however caused, provided that the composition of the Committee shall at all times be in compliance
with any mandatory requirements of Applicable Law, the Articles of Association and any other governing document of the Company. The Committee
may select one of its members as its Chairman and shall hold its meetings at such times and places as it shall determine. The Committee
may appoint a Secretary, who shall keep records of its meetings, and shall make such rules and regulations for the conduct of its business
as it shall deem advisable and subject to mandatory requirements of Applicable Law.


 






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3.3
Subject to the terms and conditions of this Plan, any mandatory provisions of Applicable Law and any provisions of any Company policy
required under mandatory provisions of Applicable Law, and in addition to the Committee’s powers contained elsewhere in this Plan,
the Committee shall have full authority, in its discretion, from time to time and at any time, to determine any of the following, or
to recommend to the Board any of the following if it is not authorized to take such action according to Applicable Law:


 



3.3.1
ELIGIBLE GRANTEES,


 


3.3.2
GRANTS OF AWARDS AND SETTING THE TERMS AND PROVISIONS OF AWARD AGREEMENTS (WHICH NEED NOT BE IDENTICAL) AND ANY OTHER AGREEMENTS OR INSTRUMENTS
UNDER WHICH AWARDS ARE MADE, INCLUDING THE NUMBER OF SHARES UNDERLYING EACH AWARD AND THE CLASS OF SHARES UNDERLYING EACH AWARD (IF MORE
THAN ONE CLASS WAS DESIGNATED BY THE BOARD),


 


3.3.3
THE TIME OR TIMES AT WHICH AWARDS SHALL BE GRANTED, THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO EACH AWARD (WHICH NEED NOT BE
IDENTICAL) AND ANY SHARES ACQUIRED UPON THE EXERCISE OR (IF APPLICABLE) VESTING THEREOF, INCLUDING (1) DESIGNATING AWARDS UNDER SECTION
1.2; (2) THE VESTING SCHEDULE, THE ACCELERATION THEREOF AND TERMS AND CONDITIONS UPON WHICH AWARDS MAY BE EXERCISED OR BECOME VESTED,
(3) THE EXERCISE PRICE, (4) THE METHOD OF PAYMENT FOR SHARES PURCHASED UPON THE EXERCISE OR (IF APPLICABLE) VESTING OF THE AWARDS, (5)
THE METHOD FOR SATISFACTION OF ANY TAX WITHHOLDING OBLIGATION ARISING IN CONNECTION WITH THE AWARDS OR SUCH SHARES, INCLUDING BY THE
WITHHOLDING OR DELIVERY OF SHARES, (6) THE TIME OF THE EXPIRATION OF THE AWARDS, (7) THE EFFECT OF THE GRANTEE’S TERMINATION OF
EMPLOYMENT WITH THE COMPANY OR ANY OF ITS AFFILIATES, AND (8) ALL OTHER TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO THE AWARD OR
THE SHARES NOT INCONSISTENT WITH THE TERMS OF THIS PLAN,


 


3.3.4
TO ACCELERATE, CONTINUE, EXTEND OR DEFER THE EXERCISABILITY OF ANY AWARD OR THE VESTING THEREOF, INCLUDING WITH RESPECT TO THE PERIOD
FOLLOWING A GRANTEE’S TERMINATION OF EMPLOYMENT OR OTHER SERVICE,


 


3.3.5
THE INTERPRETATION OF THIS PLAN AND ANY AWARD AGREEMENT AND THE MEANING, INTERPRETATION AND APPLICABILITY OF TERMS REFERRED TO IN APPLICABLE
LAW,


 


3.3.6
POLICIES, GUIDELINES, RULES AND REGULATIONS RELATING TO AND FOR CARRYING OUT THIS PLAN, AND ANY AMENDMENT, SUPPLEMENT OR RESCISSION THEREOF,
AS IT MAY DEEM APPROPRIATE,


 


3.3.7
TO ADOPT SUB-PLANS, SUPPLEMENTS TO, OR ALTERNATIVE VERSIONS OF, THIS PLAN, INCLUDING, WITHOUT LIMITATION, AS IT DEEMS NECESSARY OR DESIRABLE
TO COMPLY WITH THE LAWS OF, OR TO ACCOMMODATE THE TAX REGIME OR CUSTOM OF, FOREIGN JURISDICTIONS WHOSE CITIZENS OR RESIDENTS MAY BE GRANTED
AWARDS,


 


3.3.8
THE FAIR MARKET VALUE OF THE SHARES OR OTHER SECURITIES, PROPERTY OR RIGHTS,


 


3.3.9
THE TAX TRACK (CAPITAL GAINS, ORDINARY INCOME TRACK OR ANY OTHER TRACK AVAILABLE UNDER THE SECTION 102 OF THE ORDINANCE) FOR THE PURPOSE
OF 102 AWARDS,


 


3.3.10
THE AUTHORIZATION AND APPROVAL OF CONVERSION, SUBSTITUTION, CANCELLATION, TERMINATION, FORFEITURE OR SUSPENSION UNDER AND IN ACCORDANCE
WITH THIS PLAN OF ANY OR ALL AWARDS OR SHARES,


 


3.3.11
THE AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT OF THE TERMS OF EACH OUTSTANDING AWARD (WITH THE CONSENT OF THE APPLICABLE GRANTEE,
IF SUCH AMENDMENTS REFERS TO THE INCREASE OF THE EXERCISE PRICE OF AWARDS OR REDUCTION OF THE NUMBER OF SHARED UNDERLYING AN AWARD (BUT,
IN EACH CASE, OTHER THAN AS A RESULT OF AN ADJUSTMENT OR EXERCISE OF RIGHTS IN ACCORDANCE WITH SECTION 14)) UNLESS OTHERWISE PROVIDED
UNDER THE TERMS OF THIS PLAN,


 


3.3.12
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND SUBJECT TO THE PROVISIONS OF APPLICABLE LAW, TO GRANT TO A GRANTEE, WITHOUT SHAREHOLDER
APPROVAL WHO IS THE HOLDER OF AN OUTSTANDING AWARD, IN EXCHANGE FOR THE CANCELLATION OF SUCH AWARD, A NEW AWARD HAVING AN EXERCISE PRICE
LOWER THAN THAT PROVIDED IN THE AWARD SO CANCELED AND CONTAINING SUCH OTHER TERMS AND CONDITIONS AS THE COMMITTEE MAY PRESCRIBE IN ACCORDANCE
WITH THE PROVISIONS OF THIS PLAN OR TO SET A NEW EXERCISE PRICE FOR THE SAME AWARD LOWER THAN THAT PREVIOUSLY PROVIDED IN THE AWARD,


 






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3.3.13
TO CORRECT ANY DEFECT, SUPPLY ANY OMISSION OR RECONCILE ANY INCONSISTENCY IN THIS PLAN OR ANY AWARD AGREEMENT AND ALL OTHER DETERMINATIONS
AND TAKE SUCH OTHER ACTIONS WITH RESPECT TO THIS PLAN OR ANY AWARD AS IT MAY DEEM ADVISABLE TO THE EXTENT NOT INCONSISTENT WITH THE PROVISIONS
OF THIS PLAN OR APPLICABLE LAW, AND


 


3.3.14
ANY OTHER MATTER WHICH IS NECESSARY OR DESIRABLE FOR, OR INCIDENTAL TO, THE ADMINISTRATION OF THIS PLAN AND ANY AWARD THEREUNDER.


 


3.4
The authority granted hereunder includes the authority to modify Awards to eligible individuals who are foreign nationals or are individuals
who are employed outside Israel to recognize differences in local law, tax policy or custom, in order to effectuate the purposes of this
Plan but without amending this Plan.


 


3.5
The Board and the Committee shall be free at all times to make such determinations and take such actions as they deem fit. The Board
and the Committee need not take the same action or determination with respect to all Awards, with respect to certain types of Awards,
with respect to all Service Providers or any certain type of Service Providers and actions and determinations may differ as among the
Grantees, and as between the Grantees and any other holders of securities of the Company.


 


3.6
All decisions, determinations, and interpretations of the Committee, the Board and the Company under this Plan shall be final and binding
on all Grantees (whether before or after the issuance of Shares pursuant to Awards), unless otherwise determined by the Committee, the
Board or the Company, respectively. The Committee shall have the authority (but not the obligation) to determine the interpretation and
applicability of Applicable Law to any Grantee or any Awards. No member of the Committee or the Board shall be liable to any Grantee
for any action taken or determination made in good faith with respect to this Plan or any Award granted hereunder.


 


3.7
Any officer or authorized signatory of the Company shall have the authority to act on behalf of the Company with respect to any matter,
right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided such
person has apparent authority with respect to such matter, right, obligation, determination or election. Such person or authorized signatory
shall not be liable to any Grantee for any action taken or determination made in good faith with respect to this Plan or any Award granted
hereunder.


 


3.8
Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee
directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).


 


4.
ELIGIBILITY.


 


Awards
may be granted to Service Providers of the Company or any Affiliate thereof, taking into account, at the Committee’s discretion
and without an obligation to do so, the qualification under each tax regime pursuant to which such Awards are granted, subject to the
limitation on the granting of Incentive Stock Options set forth in Section 8.1. A person who has been granted an Award hereunder may
be granted additional Awards, if the Committee shall so determine, subject to the limitations herein. However, eligibility in accordance
with this Section 4 shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional
Award.


 


Awards
may differ in number of Shares covered thereby, the terms and conditions applying to them or on the Grantees or in any other respect
(including, that there should not be any expectation (and it is hereby disclaimed) that a certain treatment, interpretation or position
granted to one shall be applied to the other, regardless of whether or not the facts or circumstances are the same or similar).


 






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5.
SHARES.


 


5.1
The maximum aggregate number of Shares that may be issued pursuant to Awards under this Plan (the “Pool”) shall be
the sum of (a) 4,136,320 Shares plus (and without the need to further amend the Plan) (b) on January 1 of each calendar year beginning
on January 1, 2022 and ending on and including January 1, 2031 , a number of Shares equal to the lesser of: (i) 5% of the total number
of Shares outstanding on December 31 of the immediately preceding calendar year, and (ii) an amount determined by the Board, if so determined
prior to the January 1 of the calendar year in which the increase will occur; in all events subject to adjustment as provided in Section
14.1.


 


Notwithstanding
the foregoing, the total number of Shares that may be issued pursuant to Incentive Stock Options granted under this Plan shall be 4,136,320,
subject to adjustment as provided in Section 14.1.


 


The
Board may, at its discretion, reduce the number of Shares that may be issued pursuant to Awards under this Plan, at any time (provided
that such reduction does not derogate from any issuance of Shares in respect Awards then outstanding).


 


5.2
Any Shares under the Pool that are not subject to outstanding or exercised Awards at the termination of this Plan shall cease to be reserved
for the purpose of this Plan.


 


6.
TERMS AND CONDITIONS OF AWARDS.


 


EACH
AWARD GRANTED PURSUANT TO THIS PLAN SHALL BE EVIDENCED BY A WRITTEN OR ELECTRONIC AGREEMENT BETWEEN THE COMPANY AND THE GRANTEE OR A
WRITTEN OR ELECTRONIC NOTICE DELIVERED BY THE COMPANY TO THE GRANTEE (THE “AWARD AGREEMENT”), IN SUBSTANTIALLY SUCH FORM
OR FORMS AND CONTAINING SUCH TERMS AND CONDITIONS, AS THE COMMITTEE SHALL FROM TIME TO TIME APPROVE. THE AWARD AGREEMENT SHALL COMPLY
WITH AND BE SUBJECT TO THE FOLLOWING GENERAL TERMS AND CONDITIONS AND THE PROVISIONS OF THIS PLAN (EXCEPT FOR ANY PROVISIONS APPLYING
TO AWARDS UNDER DIFFERENT TAX REGIMES), UNLESS OTHERWISE SPECIFICALLY PROVIDED IN SUCH AWARD AGREEMENT, OR THE TERMS REFERRED TO IN OTHER
SECTIONS OF THIS PLAN APPLYING TO AWARDS UNDER SUCH APPLICABLE TAX REGIMES, OR TERMS PRESCRIBED BY APPLICABLE LAW. AWARD AGREEMENTS NEED
NOT BE IN THE SAME FORM AND MAY DIFFER IN THE TERMS AND CONDITIONS INCLUDED THEREIN.


 


6.1
Number of Shares. Each Award Agreement shall state the number of Shares covered by the Award.


 


6.2
Type of Award. Each Award Agreement may state the type of Award granted thereunder, provided that the tax treatment of
any Award, whether or not stated in the Award Agreement, shall be as determined in accordance with Applicable Law.


6.3
Exercise Price. Each Award Agreement shall state the Exercise Price, if applicable. Unless otherwise set forth in this Plan, an
Exercise Price of an Award of less than the par value of the Shares (if shares bear a par value) shall comply with Section 304 of the
Companies Law. Subject to Sections 3, 7.2 and 8.2 and to the foregoing, the Committee may reduce the Exercise Price of any outstanding
Award, on terms and subject to such conditions as it deems advisable. The Exercise Price shall also be subject to adjustment as provided
in Section 14 hereof. The Exercise Price of any outstanding Award granted to a Grantee who is subject to U.S. federal income tax shall
be determined in accordance with Section 409A of the Code.


 


6.4
Manner of Exercise.


 


6.4.1
An Award may be exercised, as to any or all Shares as to which the Award has become exercisable, by written notice delivered in person
or by mail (or such other methods of delivery prescribed by the Company) to the Chief Financial Officer of the Company or to such other
person as determined by the Committee, or in any other manner as the Committee shall prescribe from time to time, specifying the number
of Shares with respect to which the Award is being exercised (which may be equal to or lower than the aggregate number of Shares that
have become exercisable at such time, subject to the last sentence of this Section 6.4.1), accompanied by payment of the aggregate Exercise
Price for such Shares in the manner specified in the following sentence. The Exercise Price shall be paid in full with respect to each
Share, at the time of exercise, either in (i) cash, (ii) if the Company’s shares are listed for trading on any securities exchange
or over-the-counter market, and if the Committee so determines, all or part of the Exercise Price and any withholding taxes may be paid
by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company or the Trustee, (iii) if the Company’s shares are listed
for trading on any securities exchange or over-the-counter market, and if the Committee so determines, all or part of the Exercise Price
and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares
to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to
the Company or the Trustee, (iv) in such other manner as the Committee shall determine, or (v) Cashless Exercise Mechanism as described
in Section 6.4.2 below. The application of cashless exercise with respect to any 102 Awards shall be subject to obtaining a ruling from
the ITA, to the extent required by applicable law.


 






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6.4.2
Unless otherwise determined by the Committee, except with respect to Incentive Stock Options all Options shall be exercised using a cashless
exercise mechanism and the number of the Shares to be issued by the Company shall be calculated pursuant to the following formula (the
“Cashless Exercise Mechanism”):


 


X
= Y * (A - B)


A


 


Where:


 


X
= the number of Shares to be issued to the Grantee.





Y
= the number of Shares, as adjusted to the date of such calculation, underlying the number of Options being exercised.





A
= the Fair Market Value of one Share at the exercise date.


B
= the exercise price of each Option.


 


Upon
completion of the calculation, if X is a negative number, then X shall be deemed to be 0 (zero).


 


6.4.3
No Award shall be allocated, granted, exercised or otherwise disposed of during any period (and following an IPO, during a Close Period)
when the Company is in the possession of unpublished price sensitive information if the Committee determines in its sole discretion that
such period shall be implemented. Without derogating from the provisions of the Plan (including without limitation Section 14 below),
in the event that the Company’s Shares are registered for trading, and unless determined otherwise by the Board and to the extent permitted
under applicable law and subject to the rules of the applicable stock exchange, no exercise of an Award shall be made on the determination
dates of the distribution of any share dividend (bonus shares), cash dividend, dividend in kind, rights offering, share split, reverse
share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company (the: “Company’s
Event”), and if the “X” date of a Company’s Event occurs prior to the determination date of a Company’s Event, no
exercise of an Award shall be made on the “X” date”.


 


6.5
Term and Vesting of Awards.


 


6.5.1
Each Award Agreement shall provide the vesting schedule for the Award as determined by the Committee. The Committee shall have the authority
to determine the vesting schedule and accelerate the vesting of any outstanding Award at such time and under such circumstances as it,
in its sole discretion, deems appropriate. Unless otherwise resolved by the Committee and stated in the Award Agreement, and subject
to Sections 6.6 and 6.7 hereof, Awards shall vest and become exercisable under the following schedule: twenty-five percent (25%) of the
Shares covered by the Award, on the first anniversary of the vesting commencement date determined by the Committee (and in the absence
of such determination, of date on which such Award was granted), and six and one-quarter percent (6.25%) of the Shares covered by the
Award at the end of each subsequent three-month period thereafter over the course of the following three (3) years; provided that the
Grantee remains continuously as a Service Provider of the Company or its Affiliates throughout such vesting dates.


 


6.5.2
The Award Agreement may contain performance goals and measurements (which, in case of 102 Trustee Awards, may, if then required, be subject
to obtaining a specific tax ruling or determination from the ITA), and the provisions with respect to any Award need not be the same
as the provisions with respect to any other Award. Such performance goals may include, but are not limited to, sales, earnings before
interest and taxes, return on investment, earnings per share, any combination of the foregoing or rate of growth of any of the foregoing,
as determined by the Committee. The Committee may adjust performance goals pursuant to Awards previously granted to take into account
changes in law and accounting and tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the
inclusion or the exclusion of the impact of extraordinary or unusual items, events or circumstances. The Exercise Period of an Award
will be ten (10) years from the date of grant of the Award , unless otherwise determined by the Committee and stated in the Award Agreement,
but subject to the vesting provisions described above and the early termination provisions set forth in Sections 6.6 and 6.7 hereof.
At the expiration of the Exercise Period, any Award, or any part thereof, that has not been exercised within the term of the Award and
the Shares covered thereby not paid for in accordance with this Plan and the Award Agreement shall terminate and become null and void,
and all interests and rights of the Grantee in and to the same shall expire.


 


6.6
Termination.


 


6.6.1
Unless otherwise determined by the Committee and except as set forth herein, and subject to Section 6.7 hereof, an Award may not be exercised
unless the Grantee is then a Service Provider of the Company or an Affiliate thereof or, in the case of an Incentive Stock Option, an
employee of a company or a parent or subsidiary company of such company issuing or assuming the Option in a transaction to which Section
424(a) of the Code applies, and unless the Grantee has remained continuously so employed since the date of grant of the Award and throughout
the vesting dates.


 






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6.6.2
Unless otherwise determined by the Committee, in the event that the employment or service of a Grantee shall terminate (other than by
reason of death, Disability or Retirement), all Awards of such Grantee that are unvested at the time of such termination shall terminate
on the date of such termination, and all Awards of such Grantee that are vested and exercisable at the time of such termination may be
exercised within up to three (3) months after the date of such termination (or such different period as the Committee shall prescribe),
but in any event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this
Plan; provided, however, that if the Company (or the Subsidiary or Affiliate, when applicable) shall terminate the Grantee’s employment
or service for Cause (as defined below) (whether occurring prior to or after termination of employment or service), all Awards theretofore
granted to such Grantee (whether vested or not) shall terminate, unless otherwise determined by the Committee, and any Shares issued
upon exercise or (if applicable) vesting of Awards (including other Shares or securities issued or distributed with respect thereto),
whether held by the Grantee or by the Trustee for the Grantee’s benefit, shall be deemed to be irrevocably offered for sale to
the Company, any of its Affiliates or any person designated by the Corporation to purchase, at the Corporation’s election and subject
to Applicable Law, either for no consideration, for the par value of such Shares (if Shares bear a par value) or against payment of the
Exercise Price previously received by the Company for such Shares upon their issuance, as the Committee deems fit, upon written notice
to the Grantee at any time prior to, at or after the Grantee’s termination of employment or service. Such Shares or other securities
shall be sold and transferred within 30 days from the date of the Company’s notice of its election to exercise its right. If the
Grantee fails to transfer such Shares or other securities to the Company, the Company, at the decision of the Committee, shall be entitled
to forfeit or repurchase such Shares and to authorize any person to execute on behalf of the Grantee any document necessary to effect
such transfer, whether or not the Shares certificates are surrendered. The Company shall have the right and authority to affect the above
either by: (i) repurchasing all of such Shares or other securities held by the Grantee or by the Trustee for the benefit of the Grantee,
or designate the purchaser of all or any part of such Shares or other securities, for the Exercise Price paid for such Shares, the par
value of such Shares (if Shares bear a par value) or for no payment or consideration whatsoever, as the Committee deems fit; (ii) forfeiting
all or any part of such Shares or other securities; (iii) redeeming all or any party of such Shares or other securities, for the Exercise
Price paid for such Shares, the par value of such Shares (if Shares bear a par value) or for no payment or consideration whatsoever,
as the Committee deems fit; (iv) taking action in order to have all or any part of such Shares or other securities converted into deferred
Shares entitling their holder only to their par value (if Shares bear a par value) upon liquidation of the Company; or (v) taking any
other action which may be required in order to achieve similar results; all as shall be determined by the Committee, at its sole and
absolute discretion, and the Grantee is deemed to irrevocably empower the Company or any person which may be designated by it to take
any action by, in the name of or on behalf of the Grantee to comply with and give effect to such actions (including, voting such Shares,
filling in, signing and delivering shares transfer deeds, etc.).


 


6.6.3
Notwithstanding anything to the contrary, the Committee, in its absolute discretion, may, on such terms and conditions as it may determine
appropriate, extend the periods for which Awards held by any Grantee may continue to vest and be exercisable; it being clarified that
such Awards may lose their entitlement to certain tax benefits under Applicable Law (including, without limitation, qualification of
an Award as an Incentive Stock Option or 102 Awards) as a result of the modification of such Awards and/or in the event that the Award
is exercised beyond the later of: (i) three (3) months after the date of termination of the employment or service relationship; or (ii)
the applicable period under Section 6.7 below with respect to a termination of the employment or service relationship because of the
death, Disability or Retirement of Grantee.


 






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6.6.4
For purposes of this Plan:


 


6.6.4.1
A termination of employment or service of a Grantee shall not be deemed to occur (except to the extent required by the Code with respect
to the Incentive Stock Option status of an Option) in case of (i) a transition or transfer of a Grantee among the Company and its Affiliates,
(ii) a change in the capacity in which the Grantee is employed or renders service to the Company or any of its Affiliates or a change
in the identity of the employing or engagement entity among the Company and its Affiliates, provided, in case of the foregoing clauses
(i) and (ii) above, that the Grantee has remained continuously employed by and/or in the service of the Company and its Affiliates since
the date of grant of the Award and throughout the vesting period; or (iii) if the Grantee takes any unpaid leave as set forth in Section
6.8.


 


6.6.4.2
An entity or an Affiliate thereof assuming an Award or issuing in substitution thereof in a transaction to which Section 424(a) of the
Code applies or in a Merger/Sale in accordance with Section 14 shall be deemed as an Affiliate of the Company for purposes of this Section
6.6, unless the Committee determines otherwise.


 


6.6.4.3
In the case of a Grantee whose principal employer or service recipient is a Subsidiary or Affiliate, the Grantee’s employment shall
also be deemed terminated for purposes of this Section 6.6 as of the date on which such principal employer or service recipient ceases
to be a Subsidiary or Affiliate.


 


6.6.4.4
The term “Cause” shall mean (irrespective of, and in addition to, any definition included in any other agreement or
instrument applicable to the Grantee, and unless otherwise determined by the Committee) any of the following: (i) any theft, fraud, embezzlement,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification of any documents or records of the Company
or any of its Affiliates, felony or similar act by the Grantee (whether or not related to the Grantee’s relationship with the Company);
(ii) an act of moral turpitude by the Grantee, or any act that causes significant injury to, or is otherwise adversely affecting, the
reputation, business, assets, operations or business relationship of the Company (or a Subsidiary or Affiliate, when applicable); (iii)
any breach by the Grantee of any material agreement with or of any material duty of the Grantee to the Company or any Subsidiary or Affiliate
thereof (including breach of confidentiality, non-disclosure, non-use, non-competition or non-solicitation covenants towards the Company
or any of its Affiliates) or failure to abide by code of conduct or other policies (including, without limitation, policies relating
to confidentiality and reasonable workplace conduct); (iv) any act which constitutes a breach of a Grantee’s fiduciary duty towards
the Company or an Affiliate or Subsidiary, including disclosure of confidential or proprietary information thereof or acceptance or solicitation
to receive unauthorized or undisclosed benefits, irrespective of their nature, or funds, or promises to receive either, from individuals,
consultants or corporate entities that the Company or a Subsidiary does business with; (v) the Grantee’s unauthorized use, misappropriation,
destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company or any of its Affiliates (including,
without limitation, the improper use or disclosure of confidential or proprietary information); or (vi) any circumstances that constitute
grounds for termination for cause under the Grantee’s employment or service agreement with the Company or Affiliate, to the extent
applicable. For the avoidance of doubt, the determination as to whether a termination is for Cause for purposes of this Plan, shall be
made in good faith by the Committee and shall be final and binding on the Grantee. In addition to the foregoing, “Cause”
shall also include engagement by such Grantee in any Detrimental Activity, as determined by the Committee, (x) at any time prior to any
termination or (y) during the twelve (12) month period following termination for any reason. Further, if, subsequent to any termination
it is discovered that the Participant’s employment or service could have been terminated for Cause, at the discretion of the Committee,
such termination shall be deemed to have been for Cause.


 


6.7
Death or Disability of Grantee. If a Grantee shall die while employed by, or performing service for, the Company or its Affiliates,
or within the three (3) month period (or such longer period of time as determined by the Board, in its discretion) after the date of
termination of such Grantee’s employment or service (or within such different period as the Committee may have provided pursuant
to Section 6.6 hereof), or if the Grantee’s employment or service shall terminate by reason of Disability, all Awards theretofore
granted to such Grantee may (to the extent otherwise vested and exercisable and unless earlier terminated in accordance with their terms)
be exercised by the Grantee or by the Grantee’s estate or by a person who acquired the legal right to exercise such Awards by bequest
or inheritance, or by a person who acquired the legal right to exercise such Awards in accordance with applicable law in the case of
Disability of the Grantee, as the case may be, at any time within one (1) year (or such longer period of time as determined by the Committee,
in its discretion) after the death or Disability of the Grantee (or such different period as the Committee shall prescribe), but in any
event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this Plan. In
the event that an Award granted hereunder shall be exercised as set forth above by any person other than the Grantee, written notice
of such exercise shall be accompanied by a certified copy of letters testamentary or proof satisfactory to the Committee of the right
of such person to exercise such Award.


 






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6.8
Suspension of Vesting. Unless the Committee provides otherwise, vesting of Awards granted hereunder shall be suspended during
any unpaid leave of absence, other than in the case of any (i) leave of absence which was pre-approved by the Company explicitly for
purposes of continuing the vesting of Awards, or (ii) transfers between locations of the Company or any of its Affiliates, or between
the Company and any of its Affiliates, or any respective successor thereof. For clarity, for purposes of this Plan, military leave, statutory
maternity or paternity leave or sick leave are not deemed unpaid leave of absence.


 


6.9
Securities Law Restrictions. Except as otherwise provided in the applicable Award Agreement or other agreement between the Service
Provider and the Company, if the exercise of an Award following the termination of the Service Provider’s employment or service
(other than for Cause) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements
under the Securities Act or equivalent requirements under equivalent laws of other applicable jurisdictions, then the Award shall remain
exercisable and terminate on the earlier of (i) the expiration of a period of three (3) months (or such longer period of time as determined
by the Board, in its discretion) after the termination of the Service Provider’s employment or service during which the exercise
of the Award would not be in such violation, or (ii) the expiration of the term of the Award as set forth in the Award Agreement or pursuant
to this Plan. In addition, unless otherwise provided in a Grantee’s Award Agreement, if the sale of any Shares received upon exercise
or (if applicable) vesting of an Award following the termination of the Grantee’s employment or service (other than for Cause)
would violate the Company’s insider trading policy, then the Award shall terminate on the earlier of (i) the expiration of a period
equal to the applicable post-termination exercise period after the termination of the Grantee’s employment or service during which
the exercise of the Award would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term
of the Award as set forth in the applicable Award Agreement or pursuant to this Plan.


 


6.10
Voting Proxy. Until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s
(or the Successor Corporation’s) shares, the Shares subject to an Award or to be issued pursuant to an Award or any other Securities,
shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney, coupled with an interest,
by the Grantee or the Trustee (if so requested from the Trustee), as the case may be, to the Company, which shall designate such person
or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such determination,
the Chief Executive Officer of the Company or the Chairman of the Board, ex officio), which shall not be revocable by the Grantee in
any manner or for any reason. The Trustee is deemed to be instructed by the Grantee to sign such proxy, as requested by the Company.
The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or other Securities.
Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy holder and not individually. All
Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially the form prescribed by the
Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a Trustee
(and unless a proxy was given by the Trustee as aforesaid), (i) in any shareholders meeting or written consent in lieu thereof, such
Shares shall be voted by the proxy holder (or the Trustee, as applicable), unless directed otherwise by the Board, in the same proportion
as the result of the vote at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are
being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or of any class thereof), and
(ii) or in any act or consent of shareholders under the Company’s Articles of Association or otherwise, such Shares shall be cast
by the proxy holder (or the Trustee, as applicable), unless directed otherwise by the Board, in the same proportion as the result of
the shareholders’ act or consent.


 


6.11
Other Provisions. The Award Agreement evidencing Awards under this Plan shall contain such other terms and conditions not inconsistent
with this Plan as the Committee may determine, at or after the date of grant, including provisions in connection with the restrictions
on transferring the Awards or Shares covered by such Awards, which shall be binding upon the Grantees and any purchaser, assignee or
transferee of any Awards, and other terms and conditions as the Committee shall deem appropriate.


 






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7.
NONQUALIFIED STOCK OPTIONS.


 


Awards
granted pursuant to this Section 7 are intended to constitute Nonqualified Stock Options and shall be subject to the general terms and
conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards
under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 7
and the other terms of this Plan, this Section 7 shall prevail. However, if for any reason the Awards granted pursuant to this Section
7 (or portion thereof) does not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option (or
portion thereof) shall be regarded as a Nonqualified Stock Option granted under this Plan. In no event will the Board, the Company or
any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due
to the failure of the Option to qualify for any reason as an Incentive Stock Option.


 


7.1
Certain Limitations on Eligibility for Nonqualified Stock Options. Nonqualified Stock Options may not be granted to a Service
Provider who is deemed to be a resident of the United States for purposes of taxation or who is otherwise subject to United States federal
income tax unless the Shares underlying such Options constitute “service recipient stock” under Section 409A of the Code
or unless such Options comply with the payment requirements of Section 409A of the Code.


 


7.2
Exercise Price. The Exercise Price of a Nonqualified Stock Option shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of such Option unless the Committee specifically indicates that the Awards will have a lower Exercise Price and
the Award complies with Section 409A of the Code. Notwithstanding the foregoing, a Nonqualified Stock Option may be granted with an exercise
price lower than the minimum exercise price set forth above if such Award is granted pursuant to an assumption or substitution for another
option in a manner qualifying under the provisions of that complies with Section 424(a) of the Code or 1.409A-1(b)(5)(v)(D) of the U.S.
Treasury Regulations or any successor guidance.


 


8.
INCENTIVE STOCK OPTIONS.


 


AWARDS
GRANTED PURSUANT TO THIS SECTION 8 ARE INTENDED TO CONSTITUTE INCENTIVE STOCK OPTIONS AND SHALL BE GRANTED SUBJECT TO THE FOLLOWING SPECIAL
TERMS AND CONDITIONS, THE GENERAL TERMS AND CONDITIONS SPECIFIED IN SECTION 6 HEREOF AND OTHER PROVISIONS OF THIS PLAN, EXCEPT FOR ANY
PROVISIONS OF THIS PLAN APPLYING TO AWARDS UNDER DIFFERENT TAX LAWS OR REGULATIONS. IN THE EVENT OF ANY INCONSISTENCY OR CONTRADICTIONS
BETWEEN THE PROVISIONS OF THIS SECTION 8 AND THE OTHER TERMS OF THIS PLAN, THIS SECTION 8 SHALL PREVAIL.


 


8.1
Eligibility for Incentive Stock Options. Incentive Stock Options may be granted only to Employees of the Company, or to
Employees of a Parent or Subsidiary, determined as of the date of grant of such Options. An Incentive Stock Option granted to a prospective
Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences employment,
with an exercise price determined as of such date in accordance with Section 8.2.


 


8.2
Exercise Price. The Exercise Price of an Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Shares covered by the Awards on the date of grant of such Option or such other price as may be determined pursuant
to the Code. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise
price set forth above if such Award is granted pursuant to an assumption or substitution for another option in a manner that complies
with the provisions of Section 424(a) of the Code.


 


8.3
Date of Grant. Notwithstanding any other provision of this Plan to the contrary, no Incentive Stock Option may be granted under
this Plan after 10 years from the date this Plan is adopted, or the date this Plan is approved by the shareholders, whichever is earlier.


 


8.4
Exercise Period. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the effective date
of grant of such Award, subject to Section 8.9. No Incentive Stock Option granted to a prospective Employee may become exercisable prior
to the date on which such person commences employment.


 


8.5
$100,000 Per Year Limitation. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted)
of the Shares with respect to which all Incentive Stock Options granted under this Plan and all other “incentive stock option”
plans of the Company, or of any Parent or Subsidiary, become exercisable for the first time by each Grantee during any calendar year
shall not exceed one hundred thousand United States dollars ($100,000) with respect to such Grantee. To the extent that the aggregate
Fair Market Value of Shares with respect to which such Incentive Stock Options and any other such incentive stock options are exercisable
for the first time by any Grantee during any calendar year exceeds one hundred thousand United States dollars ($100,000), such options
shall be treated as Nonqualified Stock Options. The foregoing shall be applied by taking options into account in the order in which they
were granted. If the Code is amended to provide for a different limitation from that set forth in this Section 8.5, such different limitation
shall be deemed incorporated herein effective as of the date and with respect to such Awards as required or permitted by such amendment
to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonqualified Stock Option in part by reason of the
limitation set forth in this Section 8.5, the Grantee may designate which portion of such Option the Grantee is exercising. In the absence
of such designation, the Grantee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates
representing each such portion may be issued upon the exercise of the Option.


 






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8.6
Ten Percent Shareholder. In the case of an Incentive Stock Option granted to a Ten Percent Shareholder, notwithstanding the foregoing
provisions of this Section 8.6, (i) the Exercise Price shall not be less than one hundred and ten percent (110%) of the Fair Market Value
of a Share on the date of grant of such Incentive Stock Option, and (ii) the Exercise Period shall not exceed five (5) years from the
effective date of grant of such Incentive Stock Option.


 


8.7
Payment of Exercise Price. Each Award Agreement evidencing an Incentive Stock Option shall state each alternative method
by which the Exercise Price thereof may be paid.


 


8.8
Leave of Absence. Notwithstanding Section 6.8, a Grantee’s employment shall not be deemed to have terminated if the Grantee
takes any leave as set forth in Section 6.8(i); provided, however, that if any such leave exceeds three (3) months, on the day that is
three (3) months following the commencement of such leave any Incentive Stock Option held by the Grantee shall cease to be treated as
an Incentive Stock Option and instead shall be treated thereafter as a Nonqualified Stock Option, unless the Grantee’s right to
return to employment is guaranteed by statute or contract.


 


8.9
Exercise Following Termination for Disability. Notwithstanding anything else in this Plan to the contrary, Incentive Stock
Options that are not exercised within three (3) months following termination of the Grantee’s employment with the Company or its
Parent or Subsidiary or a corporation or a Parent or Subsidiary of such corporation issuing or assuming an Option in a transaction to
which Section 424(a) of the Code applies, or within one year in case of termination of the Grantee’s employment with the Company
or its Parent or Subsidiary due to a Disability (within the meaning of Section 22(e)(3) of the Code), shall be deemed to be Nonqualified
Stock Options.


 


8.10
Adjustments to Incentive Stock Options. Any Awards Agreement providing for the grant of Incentive Stock Options shall indicate
that adjustments made pursuant to this Plan with respect to Incentive Stock Options could constitute a “modification” of
such Incentive Stock Options (as that term is defined in Section 424(h) of the Code) or could cause adverse tax consequences for the
holder of such Incentive Stock Options and that the holder should consult with his or her tax advisor regarding the consequences of such
“modification” on his or her income tax treatment with respect to the Incentive Stock Option.


 


8.11
Notice to Company of Disqualifying Disposition. Each Grantee who receives an Incentive Stock Option must agree to notify the Company
in writing immediately after the Grantee makes a Disqualifying Disposition of any Shares received pursuant to the exercise of Incentive
Stock Options. A “Disqualifying Disposition” is any disposition (including any sale) of such Shares before the later of (i)
two years after the date the Grantee was granted the Incentive Stock Option, or (ii) one year after the date the Grantee acquired Shares
by exercising the Incentive Stock Option. If the Grantee dies before such Shares are sold, these holding period requirements do not apply
and no disposition of the Shares will be deemed a Disqualifying Disposition.


 


9.
102 AWARDS.


 


AWARDS
GRANTED PURSUANT TO THIS SECTION 9 ARE INTENDED TO CONSTITUTE 102 AWARDS AND SHALL BE GRANTED SUBJECT TO THE FOLLOWING SPECIAL TERMS
AND CONDITIONS, THE GENERAL TERMS AND CONDITIONS SPECIFIED IN SECTION 6 HEREOF AND OTHER PROVISIONS OF THIS PLAN, EXCEPT FOR ANY PROVISIONS
OF THIS PLAN APPLYING TO AWARDS UNDER DIFFERENT TAX LAWS OR REGULATIONS. IN THE EVENT OF ANY INCONSISTENCY OR CONTRADICTIONS BETWEEN
THE PROVISIONS OF THIS SECTION 9 AND THE OTHER TERMS OF THIS PLAN, THIS SECTION 9 SHALL PREVAIL.


 






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9.1
Tracks. Awards granted pursuant to this Section 9 are intended to be granted pursuant to Section 102 of the Ordinance pursuant
to either (i) Section 102(b)(2) or (3) thereof (as applicable), under the capital gain track (“102 Capital Gain Track Awards”),
or (ii) Section 102(b)(1) thereof under the ordinary income track (“102 Ordinary Income Track Awards”, and together
with 102 Capital Gain Track Awards, “102 Trustee Awards”). 102 Trustee Awards shall be granted subject to the special
terms and conditions contained in this Section 9, the general terms and conditions specified in Section 6 hereof and other provisions
of this Plan, except for any provisions of this Plan applying to Options under different tax laws or regulations.


 


9.2
Election of Track. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Awards at any given time to all
Grantees who are to be granted 102 Trustee Awards pursuant to this Plan, and shall file an election with the ITA regarding the type of
102 Trustee Awards it elects to grant before the date of grant of any 102 Trustee Awards (the “Election”). Such Election
shall also apply to any other securities, including bonus shares, received by any Grantee as a result of holding the 102 Trustee Awards.
The Company may change the type of 102 Trustee Awards that it elects to grant only after the expiration of at least 12 months from the
end of the year in which the first grant was made in accordance with the previous Election, or as otherwise provided by Applicable Law.
Any Election shall not prevent the Company from granting Awards, pursuant to Section 102(c) of the Ordinance without a Trustee (“102
Non-Trustee Awards”).


 


9.3
Eligibility for Awards. Subject to Applicable Law, 102 Awards may only be granted to an “employee” within the
meaning of Section 102(a) of the Ordinance (which as of the date of the adoption of this Plan means (i) individuals employed by an Israeli
company being the Company or any of its Affiliates, and (ii) individuals who are serving and are engaged personally (and not through
an entity) as “office holders” by such an Israeli company), but may not be granted to a Controlling Shareholder (“Eligible
102 Grantees”). Only Eligible 102 Grantees may receive 102 Awards, which may either be granted to a Trustee or granted under
Section 102 of the Ordinance without a Trustee.


 


9.4
102 Award Grant Date.


 


9.4.1
Each 102 Award will be deemed granted on the date determined by the Committee, subject to Section 9.4.2, provided that (i) the Grantee
has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect to 102 Trustee Award, the Company
has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA, and if an agreement is not
signed and delivered by the Grantee within 90 days from the date determined by the Committee (subject to Section 9.4.2), then such 102
Trustee Award shall be deemed granted on such later date as such agreement is signed and delivered and on which the Company has provided
all applicable documents to the Trustee in accordance with the guidelines published by the ITA. In the case of any contradiction, this
provision and the date of grant determined pursuant hereto shall supersede and be deemed to amend any date of grant indicated in any
corporate resolution or Award Agreement.


 


9.4.2
Unless otherwise permitted by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of the adoption of this
Plan or an amendment to this Plan, as the case may be, that may become effective only at the expiration of thirty (30) days after the
filing of this Plan or any amendment thereof (as the case may be) with the ITA in accordance with the Ordinance shall be conditional
upon the expiration of such 30-day period, such condition shall be read and is incorporated by reference into any corporate resolutions
approving such grants and into any Award Agreement evidencing such grants (whether or not explicitly referring to such condition), and
the date of grant shall be at the expiration of such 30-day period, whether or not the date of grant indicated therein corresponds with
this Section. In the case of any contradiction, this provision and the date of grant determined pursuant hereto shall supersede and be
deemed to amend any date of grant indicated in any corporate resolution or Award Agreement.


 


9.5
102 Trustee Awards.


 


9.5.1
Each 102 Trustee Award, each Share issued pursuant to the exercise of any 102 Trustee Award, and any rights granted thereunder, including
bonus shares, shall be issued to and registered in the name of the Trustee and shall be held in trust for the benefit of the Grantee
for the requisite period prescribed by the Ordinance or such longer period as set by the Committee (the “Required Holding Period”).
In the event that the requirements under Section 102 of the Ordinance to qualify an Award as a 102 Trustee Award are not met, then the
Award may be treated as a 102 Non-Trustee Award or 3(9) Award, all in accordance with the provisions of the Ordinance. After expiration
of the Required Holding Period, the Trustee may release such 102 Trustee Awards and any such Shares, provided that (i) the Trustee has
received an acknowledgment from the ITA that the Grantee has paid any applicable taxes due pursuant to the Ordinance, or (ii) the Trustee
and/or the Company and/or its Affiliate withholds all applicable taxes and compulsory payments due pursuant to the Ordinance arising
from the 102 Trustee Awards and/or any Shares issued upon exercise or (if applicable) vesting of such 102 Trustee Awards. The Trustee
shall not release any 102 Trustee Awards or Shares (ot other rights) issued upon exercise or (if applicable) vesting thereof prior to
the payment in full of the Grantee’s tax and compulsory payments arising from such 102 Trustee Awards and/or Shares or the withholding
referred to in (ii) above.


 






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9.5.2   Each
102 Trustee Award shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or approvals issued
by the ITA, which shall be deemed an integral part of the 102 Trustee Awards and shall prevail over any term contained in this Plan or
Award Agreement that is not consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings or approvals
by the ITA not expressly specified in this Plan or Award Agreement that are necessary to receive or maintain any tax benefit pursuant
to Section 102 of the Ordinance shall be binding on the Grantee. The Grantee granted a 102 Trustee Awards shall comply with the Ordinance
and the terms and conditions of the trust agreement entered into between the Company and the Trustee. The Grantee shall execute any and
all documents that the Company and/or its Affiliates and/or the Trustee determine from time to time to be necessary in order to comply
with the Ordinance and the Rules.


 


9.5.3   During
the Required Holding Period, the Grantee shall not release from trust or sell, assign, transfer or give as collateral, the Shares (or
rights) issuable upon the exercise or (if applicable) vesting of a 102 Trustee Awards and/or any securities issued or distributed with
respect thereto, until the expiration of the Required Holding Period. Notwithstanding the above, if any such sale, release or other action
occurs during the Required Holding Period it may result in adverse tax consequences to the Grantee under Section 102 of the Ordinance
and the Rules, which shall apply to and shall be borne solely by such Grantee. Subject to the foregoing, the Trustee may, pursuant to
a written request from the Grantee, but subject to the terms of this Plan, release and transfer such Shares to a designated third party,
provided that both of the following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the
ITA of all taxes and compulsory payments required to be paid upon the release and transfer of the Shares, and confirmation of such payment
has been received by the Trustee and the Company, 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, any agreement governing
the Shares, this Plan, the Award Agreement and any Applicable Law.


 


9.5.4   If
a 102 Trustee Award is exercised or (if applicable) vested, the Shares issued upon such exercise or (if applicable) vesting shall be issued
in the name of the Trustee for the benefit of the Grantee.


 


9.5.5   Upon
or after receipt of a 102 Trustee Award, if required, the Grantee may be required to sign an undertaking to release the Trustee from any
liability with respect to any action or decision duly taken and executed in good faith by the Trustee in relation to this Plan, or any
102 Trustee Awards or Share granted to such Grantee thereunder.


 


9.6   102
Non-Trustee Awards. The foregoing provisions of this Section 9 relating to 102 Trustee Awards shall not apply with respect to 102
Non-Trustee Awards, which shall, however, be subject to the relevant provisions of Section 102 of the Ordinance and the applicable Rules.
The Committee may determine that 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable) vesting of a 102 Non-Trustee
Awards and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee, who shall hold such
102 Non-Trustee Awards and all accrued rights thereon (if any), in trust for the benefit of the Grantee and/or the Company, as the case
may be, until the full payment of tax arising from the 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable)
vesting of a 102 Non-Trustee Awards and/or any securities issued or distributed with respect thereto. The Company may choose, alternatively,
to force the Grantee to provide it with a guarantee or other security, to the satisfaction of each of the Trustee and the Company, until
the full payment of the applicable taxes.


 


9.7   Written
Grantee Undertaking. To the extent and with respect to any 102 Trustee Award, and as required by Section 102 of the Ordinance and
the Rules, by virtue of the receipt of such Award, the Grantee is deemed to have undertaken and confirm in writing the following (and
such undertaking is deemed incorporated into any documents signed by the Grantee in connection with the employment or service of the Grantee
and/or the grant of such Award). The following written undertaking shall be deemed to apply and relate to all 102 Trustee Awards granted
to the Grantee, whether under this Plan or other plans maintained by the Company, and whether prior to or after the date hereof.


 


9.7.1   The
Grantee shall comply with all terms and conditions set forth in Section 102 of the Ordinance with regard to the “Capital Gain Track”
or the “Ordinary Income Track”, as applicable, and the applicable rules and regulations promulgated thereunder, as amended
from time to time;


 






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9.7.2   The
Grantee is familiar with, and understands the provisions of, Section 102 of the Ordinance in general, and the tax arrangement under the
“Capital Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences; the Grantee agrees
that the 102 Trustee Awards and Shares that may be issued upon exercise or (if applicable) vesting of the 102 Trustee Awards (or otherwise
in relation to the 102 Trustee Awards), will be held by a trustee appointed pursuant to Section 102 of the Ordinance for at least the
duration of the “Holding Period” (as such term is defined in Section 102) under the “Capital Gain Track” or the
“Ordinary Income Track”, as applicable. The Grantee understands that any release of such 102 Trustee Awards or Shares from
trust, or any sale of the Share prior to the termination of the Holding Period, as defined above, will result in taxation at marginal
tax rate, in addition to deductions of appropriate social security, health tax contributions or other compulsory payments; and


 


9.7.3   The
Grantee agrees to the trust deed signed between the Company, his employing company and the trustee appointed pursuant to Section 102 of
the Ordinance.


 


10. 3(9) AWARDS.




 


Awards granted
pursuant to this Section 10 are intended to constitute 3(9) Awards and shall be granted subject to the general terms and conditions specified
in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards under different tax laws
or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 10 and the other terms of this
Plan, this Section 10 shall prevail.


 


10.1   To
the extent required by the Ordinance or the ITA or otherwise deemed by the Committee to be advisable, the 3(9) Awards and/or any shares
or other securities issued or distributed with respect thereto granted pursuant to this Plan shall be issued to a Trustee nominated by
the Committee in accordance with the provisions of the Ordinance. In such event, the Trustee shall hold such Awards and/or any shares
or other securities issued or distributed with respect thereto in trust, until exercised or (if applicable) vested by the Grantee and
the full payment of tax arising therefrom, pursuant to the Company’s instructions from time to time as set forth in a trust agreement,
which will have been entered into between the Company and the Trustee. If determined by the Board or the Committee, and subject to such
trust agreement, the Trustee shall be responsible for withholding any taxes to which a Grantee may become liable upon issuance of Shares,
whether due to the exercise or (if applicable) vesting of Awards.


 


10.2   Shares
pursuant to a 3(9) Award shall not be issued, unless the Grantee delivers to the Company payment in cash or by bank check or such other
form acceptable to the Committee of all withholding taxes due, if any, on account of the Grantee acquired Shares under the Award or gives
other assurance satisfactory to the Committee of the payment of those withholding taxes.


 


11.
RESTRICTED SHARES.




 


THE COMMITTEE
MAY AWARD RESTRICTED SHARES TO ANY ELIGIBLE GRANTEE, INCLUDING UNDER SECTION 102 OF THE ORDINANCE. EACH AWARD OF RESTRICTED SHARES UNDER
THIS PLAN SHALL BE EVIDENCED BY A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE GRANTEE (THE “RESTRICTED SHARE AGREEMENT”),
IN SUCH FORM AS THE COMMITTEE SHALL FROM TIME TO TIME APPROVE. THE RESTRICTED SHARES SHALL BE SUBJECT TO ALL APPLICABLE TERMS OF THIS
PLAN, WHICH IN THE CASE OF RESTRICTED SHARES GRANTED UNDER SECTION 102 OF THE ORDINANCE SHALL INCLUDE SECTION 9 HEREOF, AND MAY BE SUBJECT
TO ANY OTHER TERMS THAT ARE NOT INCONSISTENT WITH THIS PLAN. THE PROVISIONS OF THE VARIOUS RESTRICTED SHARES AGREEMENTS ENTERED INTO UNDER
THIS PLAN NEED NOT BE IDENTICAL. THE RESTRICTED SHARE AGREEMENT SHALL COMPLY WITH AND BE SUBJECT TO SECTION 6 AND THE FOLLOWING TERMS
AND CONDITIONS, UNLESS OTHERWISE SPECIFICALLY PROVIDED IN SUCH AGREEMENT AND NOT INCONSISTENT WITH THIS PLAN, OR APPLICABLE LAW:


 


11.1   Purchase
Price. Section 6.4 shall not apply. Each Restricted Share Agreement may state an amount of Purchase Price to be paid by the Grantee,
if any, in consideration for the issuance of the Restricted Shares and the terms of payment thereof.


 






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11.2   Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of
descent and distribution (in which case they shall be transferred subject to all restrictions then or thereafter applicable thereto),
until such Restricted Shares shall have vested (the period from the date on which the Award is granted until the date of vesting of the
Restricted Share thereunder being referred to herein as the “Restricted Period”). The Committee may also impose such
additional or alternative restrictions and conditions on the Restricted Shares, as it deems appropriate, including the satisfaction of
performance criteria (which, in case of 102 Trustee Awards, may be subject to obtaining a specific tax ruling or determination from the
ITA). Such performance criteria may include, but are not limited to, sales, earnings before interest and taxes, return on investment,
earnings per share, any combination of the foregoing or rate of growth of any of the foregoing, as determined by the Committee or pursuant
to the provisions of any Company policy required under mandatory provisions of Applicable Law. Certificates for shares issued pursuant
to Restricted Share Awards, if issued, shall bear an appropriate legend referring to such restrictions, and any attempt to dispose of
any such shares in contravention of such restrictions shall be null and void and without effect. Such certificates may, if so determined
by the Committee, be held in escrow by an escrow agent appointed by the Committee, or, if a Restricted Share Award is made pursuant to
Section 102 of the Ordinance, by the Trustee. In determining the Restricted Period of an Award the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of the awarded Restricted Shares on successive anniversaries of the date
of such Award. To the extent required by the Ordinance or the ITA, the Restricted Shares issued pursuant to Section 102 of the Ordinance
shall be issued to the Trustee in accordance with the provisions of the Ordinance and the Restricted Shares shall be held for the benefit
of the Grantee for at least the Required Holding Period.


 


11.3   Forfeiture;
Repurchase. Subject to such exceptions as may be determined by the Committee, if the Grantee’s continuous employment with or
service to the Company or any Affiliate thereof shall terminate for any reason prior to the expiration of the Restricted Period of an
Award or prior to the timely payment in full of the Exercise Price of any Restricted Shares, any Shares remaining subject to vesting,
shall thereupon be forfeited, transferred to, and redeemed, repurchased or cancelled by, as the case may be, in any manner as set forth
in Section 6.6.2(i) through (v), subject to Applicable Law and the Grantee shall have no further rights with respect to such Restricted
Shares.


 


11.4   Ownership. During the Restricted Period the Grantee shall possess all incidents of ownership of such Restricted
Shares, subject to Section 6.10 and Section 11.2, including the right to vote and receive dividends with respect to such Shares. All securities,
if any, received by a Grantee with respect to Restricted Shares as a result of any stock split, stock dividend, combination of shares,
or other similar transaction shall be subject to the restrictions applicable to the original Award.


 




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12. RESTRICTED SHARE UNITS.




 


An RSU is an
Award covering a number of Shares that is settled, if vested, by issuance of those Shares. An RSU may be awarded to any eligible Grantee,
including under Section 102 of the Ordinance. The Award Agreement relating to the grant of RSUs under this Plan (the “Restricted
Share Unit Agreement”), shall be in such form as the Committee shall from time to time approve. The RSUs shall be subject to
all applicable terms of this Plan, which in the case of RSUs granted under Section 102 of the Ordinance shall include Section 9 hereof,
and may be subject to any other terms that are not inconsistent with this Plan. The provisions of the various Restricted Share Unit Agreements
entered into under this Plan need not be identical. RSUs may be granted in consideration of a reduction in the recipient’s other
compensation.


 


12.1   Exercise
Price. No payment of Exercise Price shall be required as consideration for RSUs, unless included in the Restricted Share Unit Agreements
or as required by Applicable Law (including, Section 304 of the Companies Law), and Section 6.4 shall apply, if applicable.


 


12.2   Shareholders’
Rights. The Grantee shall not possess or own any ownership rights in the Shares underlying the RSUs and no rights as a shareholder
shall exist prior to the actual issuance of Shares in the name of the Grantee.


 


12.3   Settlements
of Awards. Settlement of vested RSUs shall be made in the form of Shares or cash (in case of 102 Trustee Awards, the settlement shall
be made in the form of shares only). Distribution to a Grantee of an amount (or amounts) from settlement of vested RSUs can be deferred
to a date after settlement as determined by the Committee. The amount of a deferred distribution may be increased by an interest factor
or by dividend equivalents. Until the grant of RSUs is settled, the number of Shares underlying such RSUs shall be subject to adjustment
pursuant hereto.


 


12.4   Section
409A Restrictions. Notwithstanding anything to the contrary set forth herein, any RSUs granted under this Plan that are not exempt
from the requirements of Section 409A of the Code shall contain such restrictions or other provisions so that such RSUs will comply with
the requirements of Section 409A of the Code, if applicable to the Company. Such restrictions, if any, shall be determined by the Committee
and contained in the Restricted Share Unit Agreement evidencing such RSU.


 


13. OTHER SHARE OR SHARE-BASED AWARDS.




 


13.1   The
Committee may grant other Awards under this Plan pursuant to which Shares (which may, but need not, be Restricted Shares pursuant to Section
11 hereof), cash (in settlement of Share-based Awards) or a combination thereof, are or may in the future be acquired or received, or
Awards denominated in stock units, including units valued on the basis of measures other than market value.


 


13.2   The
Committee may also grant stock appreciation rights without the grant of an accompanying option, which rights shall permit the Grantees
to receive, at the time of any exercise of such rights, cash equal to the amount by which the Fair Market Value of the Shares in respect
to which the right was granted is so exercised exceeds the exercise price thereof. The exercise price of any such stock appreciation right
granted to a Grantee who is subject to U.S. federal income tax shall be determined in compliance with Section 7.2.


 


13.3   Such
other Share-based Awards as set forth above may be granted alone, in addition to, or in tandem with any Award of any type granted under
this Plan (without any obligation or assurance that that such Share-based Awards will be entitled to tax benefits under Applicable Law
or to the same tax treatment as other Awards under this Plan).


 






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13.4   STOCK
APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Service Provider that may be settled
in cash or Shares (which may consist of Restricted Stock) having a value equal to (a) the difference between the Fair Market Value on
the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject
to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs will be made pursuant to an Award Agreement.


 


13.4.1   Terms
of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the
SAR, (b) the Exercise Price and the time or times during which the SAR may be exercised and settled, (c) the consideration to be distributed
on exercise and settlement of the SAR, and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise
Price of the SAR will be determined by the Committee when the SAR is granted and may not be less than Fair Market Value of the Shares
on the date of grant. A SAR may be awarded upon satisfaction of performance factors, if any, during any performance period as are set
out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of performance
factors, then the Committee will: (i) determine the nature, length, and starting date of any performance period for each SAR; and (ii)
select from among the performance factors to be used to measure the performance, if any. performance periods may overlap and Participants
may participate simultaneously with respect to SARs that are subject to different performance factors and other criteria.


 


13.4.2   Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date, provided that no SAR will
be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become
exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a performance
period of performance goals based on performance factors), in such number of Shares or percentage of the Shares subject to the SAR as
the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 6.6 also will apply
to SARs.


 


13.4.3   Form
of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the
number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the
SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be
paid currently or on a deferred basis with such interest, if any, as the Committee determines, provided that the terms of the SAR and
any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.


 


13.4.4   Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee)


 




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14. EFFECT OF CERTAIN CHANGES.




 


14.1   General.


 


14.1.1   In
the event of a division or subdivision of the outstanding share capital of the Company, any distribution of bonus shares (stock split),
consolidation or combination of share capital of the Company (reverse stock split), reclassification with respect to the Shares or any
similar recapitalization events (each, a “Recapitalization”), a merger (including, a reverse merger and a reverse triangular
merger), consolidation, amalgamation or like transaction of the Company with or into another corporation, a reorganization (which may
include a combination or exchange of shares, spin-off or other corporate divestiture or division, or other similar occurrences, the Committee
shall have the authority to make, without the need for a consent of any holder of an Award, such adjustments as determined by the Committee
to be appropriate, in its discretion, in order to adjust (i) the number and class of shares reserved and available for grants of Awards,
(ii) the number and class of shares covered by outstanding Awards, (iii) the Exercise Price per share covered by any Award, (iv) the terms
and conditions concerning vesting and exercisability and the term and duration of the outstanding Awards, (v) the type or class of security,
asset or right underlying the Award (which need not be only that of the Company, and may be that of the surviving corporation or any affiliate
thereof or such other entity party to any of the above transactions), and (vi) any other terms of the Award that in the opinion of the
Committee should be adjusted. Any fractional shares resulting from such adjustment shall be treated as determined by the Committee, and
in the absence of such determination shall be rounded to the nearest whole share, and the Company shall have no obligation to make any
cash or other payment with respect to such fractional shares. No adjustment shall be made by reason of the distribution of subscription
rights or rights offering to outstanding shares or other issuance of shares by the Company, unless the Committee determines otherwise.
The adjustments determined pursuant to this Section 14.1 (including a determination that no adjustment is to be made) shall be final,
binding and conclusive.


 


14.1.2   Notwithstanding
anything to the contrary included herein, in the event of a distribution of cash dividend by the Company to all holders of Shares, the
Committee shall have the authority to determine, without the need for a consent of any holder of an Award, that the Exercise Price of
any Award, which is outstanding and unexercised on the record date of such distribution, shall be reduced by an amount equal to the per
Share gross dividend amount distributed by the Company, and the Committee may determine that the Exercise Price following such reduction
shall be not less than the par value of a Share. The application of this Section 14.1 with respect to any 102 Awards shall be subject
to obtaining a ruling from the ITA, to the extent required by applicable law and subject to the terms and conditions of any such ruling.


 


14.2   Merger/Sale
of Company. In the event of (i) a sale of all or substantially all of the assets of the Company; or (ii) a sale (including an exchange)
of all or substantially all of the shares of the Company to a third unrelated party, or an acquisition by a shareholder of the Company
or by an Affiliate of such shareholder, of all or substantially all the shares of the Company held by other shareholders or by other shareholders
who are not Affiliated with such acquiring party, whether by a single transaction or a series of related transactions; (iii) a merger
(including, a reverse merger and a reverse triangular merger), consolidation, amalgamation or like transaction of the Company with or
into another corporation; (iv) a scheme of arrangement for the purpose of effecting such sale, merger, consolidation or amalgamation or
other transaction; or (v) a transaction or series of transactions whereby a person or entity acquires fifty percent (50%) or more of the
issued and outstanding share capital of the Company; (vi) approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company; (vii) Change in Board Event; or (viii) such other transaction or set of circumstances that is determined by the Committee,
in its discretion, to be a transaction having a similar or comparable effect (all such transactions being herein referred to as a “Merger/Sale”),
then, without the Grantee’s consent and action and without any prior notice requirement:, the Committee may make any determination
as to the treatment of Awards, in its sole and absolute discretion, as provided herein:


 


14.2.1   unless
otherwise determined by the Committee in its sole and absolute discretion, any Award then outstanding shall be assumed by such applicable
acquirer or successor corporation of the Merger/Sale or any parent, subsidiary, or Affiliate thereof as determined by the Board in its
discretion (any of the foregoing, a “Successor Corporation”);


 


14.2.2
For the purposes of this Section 14.2, the Award shall be considered assumed if, following a Merger/Sale, the Award confers on the holder
thereof the right to purchase or receive, for each Award or Share underlying an Award in connection with the Merger/Sale, either (i) the
consideration (whether stock, cash, or other securities or property, or a combination thereof) distributed to or received by holders of
Shares in the Merger/Sale for each Share held on the effective date of the Merger/Sale (and if holders were offered a choice of consideration,
the any type of consideration proposed to such holders), which may be subject to vesting and other terms as determined by the Committee
in its sole discretion, or (ii) regardless of the consideration received by the holders of Shares in the Merger/Sale, securities (or their
equivalent) of the Successor Corporation at a value to be determined by the Committee in its sole discretion, which may be subject to
vesting and other terms as determined by the Committee in its discretion. The foregoing shall not limit the Committee authority to determine,
in its sole discretion, that in lieu of such assumption of Awards for Awards of the Successor Corporation, such Award will be assumed
and substituted either without consideration, or for cash and/or any other type of asset or property. The Committee may (but shall not
be obligated to), in lieu of such assumption or substitution of the Award and in its sole discretion, (i) require the exercise of the
Award, or otherwise the acceleration of vesting of such Award, as to all or part of the Awards, including Shares covered by the Award
which would not otherwise be exercisable or vested, under such terms and conditions as the Committee shall determine, including the cancellation
of any or all Awards (whether vested or unvested) upon closing of the Merger/Sale; and/or (ii) require the cancellation and surrender
of each Award at the closing of such Merger/Sale, in exchange for payment to the Grantee of consideration (whether stock, cash, or other
securities or property) as determined by the Committee to be fair in the circumstances (with full authority to determine the method for
making such determination, which may be Black-Scholes model or any other method, and which determination shall be conclusive and binding
on all parties), and subject to such terms and conditions as determined by the Committee; and/or (iii) require the cancellation and surrender
of each outstanding vested and/or un-vested Award at the closing of such Merger/Sale without consideration.


 






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14.2.3   Notwithstanding
the foregoing, in the event of a Merger/Sale, the Committee may determine, in its sole discretion, that upon completion of such Merger/Sale,
the terms of any Award be otherwise amended, modified or terminated, as the Committee shall deem in good faith to be appropriate, and
may confer the right to purchase or receive any other consideration, including cash, security or asset, or any combination thereof, or
that its terms be otherwise amended, modified or terminated, as the Committee shall deem in good faith to be appropriate. Neither the
authorities and powers of the Committee under this Section 14, nor the exercise or implementation thereof, shall (i) be restricted or
limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) as, inter alia,
being a feature of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such holder under this
Plan, nor shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval
or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder under this
Plan.


 


14.3   Structural
Change. In the event any re-domestication of the Company, share flip, creation of a holding company for the Company which will hold
substantially all of the shares of the Company or any other transaction involving the Company in which the shares of the Company outstanding
immediately prior to such transaction continue to represent, or are converted into or exchanged for shares that represent, immediately
following such transaction, at least a majority, by voting power, of the share capital of the surviving, acquiring or resulting corporation
(any such event a “Structural Change”), the Committee shall have the authority to make, without the need for a consent
of any holder of an Award, such adjustments as determined by the Committee to be appropriate, in its discretion, including exchanging
or converting Awards into Awards of the Company or a successor company (into which the Company was merged or consolidated, or to which
certain operations or certain assets of the Company were transferred, or which purchased substantially all the Company’s assets
or shares, including any parent of such entity) in accordance with the exchange effectuated in relation to the Shares, and adjusting the
Exercise Price and quantity of Shares underlying an Award in accordance with the terms of the Structural Change.


 


14.4   Additional
Authorities Upon Merger/Sale and Structural Change.


 


14.4.1   The
Committee at its sole and absolute discretion may decide: (i) if and how the unvested Awards, as the case may be, shall be cancelled,
forfeited, terminated, exercised, exchanged, assumed, substituted, replaced, converted into other rights, repurchased or accelerated;
(ii) if and how vested Awards (including Awards with respect to which the vesting period has been accelerated) shall be exercised, exchanged,
assumed, substituted, replaced, converted into other rights and/or sold by the Trustee or the Company (as the case may be) on behalf of
the Grantees, including determining that all unexercised vested Awards shall be cancelled, whether for consideration or for no consideration
upon a Merger/Sale or Structural Change; (iii) how Shares issued upon exercise of the Awards shall be exchanged, assumed, substituted,
replaced, converted into other rights, repurchased and/or sold; (iv) how any treatment of Awards and/or underlying Shares may be made
subject to any payment, including participation in escrow, indemnification, releases, earn-outs, holdbacks, any other contingencies, holdbacks,
pre- or post-closing price/value adjustment, or any other arrangement determined within the scope of a Merger/Sale or Structural Change
in relation to Awards and underlying Shares of the Company; and (v) if and how any terms and conditions applying under the applicable
definitive transaction agreements of the Merger/Sale or Structural Change shall apply to the holders of Awards (including, appointment
and engagement of a shareholders or sellers representative, payment of fees or other costs and expenses associated with such services,
indemnifying such representative, and authorization to such representative within the scope of such representative’s authority in
the applicable definitive transaction agreements).


 






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14.4.2   In
the case of assumption and/or substitution of Awards, appropriate adjustments shall be made so as to reflect such action and all other
terms and conditions of the Award Agreement shall remain unchanged, including but not limited to the vesting schedule, all subject to
the determination of the Committee, which its determination shall be at its sole discretion and final.


 


14.4.3   The
grant of any substitutes for the Awards to Grantees further to a Merger/Sale or Structural Change, as provided in this Section 14, shall
be considered to be in full compliance with the terms of this Plan. The value of the exchanged Awards pursuant to this Section 14 shall
be determined in good faith solely by the Committee, based on the Fair Market Value, and its decision shall be final and binding on all
the Grantees. For the purposes of this Section 14, the mechanism for determining the assumption or exchange as aforementioned shall be
agreed upon between the Committee and the successor company. Without derogating from the above, in the event of a Merger/Sale or Structural
Change the Committee shall be entitled, at its sole discretion, to require the Grantees to exercise all vested Awards within a set time
period and sell all of their Shares on the same terms and conditions as applicable to the other shareholders selling their Company’s
Shares as part of the Merger/Sale or Structural Change. Each Grantee acknowledges and agrees that the Committee shall be entitled, subject
to any applicable law, to authorize any one of its members to sign any agreement and any share transfer deeds in customary form with respect
to the Shares held by such Grantee and that such agreement and share transfer deed, as applicable, shall bind the Grantee.


 


14.4.4   Despite
the aforementioned and for the avoidance of any doubt, if and when the method of treatment of Awards within the scope of a Merger/Sale
or Structural Change, as provided above, will in the sole opinion of the Committee prevent the consummation of the Merger/Sale or Structural
Change, or materially risk the consummation of the Merger/Sale or Structural Change, the Committee may determine different treatment for
different Awards held by Grantees such that any or all Awards will not be treated equally within the scope of the Merger/Sale or Structural
Change.


 


14.4.5   Despite
the aforementioned, the Committee shall have the full power and authority, according to its sole and absolute discretion, to resolve that
a certain Merger/Sale or Structural Change shall not be considered a Merger/Sale or Structural Change with respect to this Plan, and will
not trigger the provisions of this Section 14.


 


14.4.6   In
the event of a Merger/Sale or Structural Change, neither the authorities and powers of the Committee under this Section 14, nor the exercise
or implementation thereof, shall (i) be restricted or limited in any way by any adverse consequences (tax or otherwise) that may result
to any holder of an Award, and (ii) as, inter alia, being a feature of the Award upon its grant, be deemed to constitute a change or an
amendment of the rights of such holder under this Plan, nor shall any such adverse consequences (as well as any adverse tax consequences
that may result from any tax ruling or other approval or determination of any relevant tax authority) be deemed to constitute a change
or an amendment of the rights of such holder under this Plan, and may be effected without consent of any Grantee and without any liability
to the Company or any Subsidiary, and to their respective officers, directors, employees and representatives and the respective successors
and assigns of any of the foregoing.


 


14.4.7   Moreover,
in the event of a Merger/Sale or Structural Change, the Committee need not take the same action with respect to all Awards, and may take
different actions with respect to the vested and unvested portions of an Award. The Committee may determine an amount or type of consideration
to be received or distributed in a Merger/Sale or Structural Change, which may differ as among the Grantees, and as between the Grantees
and any other holders of Shares of the Company.


 


14.4.8   If
determined by the Committee or the Board, the holders of Awards shall be subject to the definitive agreement(s) in connection with the
Merger/Sale or Structural Change as applying to holders of Shares including, such terms, conditions, representations, undertakings, liabilities,
limitations, releases, indemnities, appointing and indemnifying shareholders/sellers representative, participating in transaction expenses,
shareholders/sellers representative expense fund and escrow arrangement, in each case as determined by the Committee or the Board. Each
holder of Award shall execute (and authorizes any person designated by the Company to so execute, as well as (if applicable) the Trustee
holding any Award (or underlying Shares) for the holder of Award) such separate agreement(s) or instruments as may be requested by the
Company, the Successor Company or the acquirer in connection with such Merger/Sale or Structural Change or otherwise under or for the
purpose of implementing this Section 14, and in the form required by them. The execution of such separate agreement(s) may be a condition
to the receipt of assumed or substituted Awards, payment in lieu of the Award, the exercise of any Award or otherwise to be entitled to
benefit from shares or other securities, cash or other property, or rights, or any combination thereof, pursuant to this Section 14 (and
the Company (and, if applicable, the Trustee) may exercise its authorization above and sign such agreement on behalf of the holder of
Award or subject the holder of Award to the provisions of such agreements). Without limitation of the foregoing, the proxy pursuant to
Section 6.10 may include an authorization of the holder of such proxy to sign, by and on behalf of any holder of Award, such documents
and agreements required to be signed under this Section 14.


 






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14.5   Reservation
of Rights. Except as expressly provided in this Section 14 (if any), the Grantee of an Award hereunder shall have no rights
by reason of any Recapitalization of shares of any class, any increase or decrease in the number of shares of any class, or any dissolution,
liquidation, reorganization (which may include a combination or exchange of shares, spin-off or other corporate divestiture or division,
or other similar occurrences), or Merger/Sale. Any issue by the Company of shares of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, type or price
of shares subject to an Award. The grant of an Award pursuant to this Plan shall not affect in any way the right or power of the Company
to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate
or to dissolve, liquidate or sell, or transfer all or part of its business or assets or engage in any similar transactions.


 


15.  NON-TRANSFERABILITY OF AWARDS; SURVIVING
BENEFICIARY.




 


15.1   All
Awards granted under this Plan by their terms shall not be transferable, other than by will or by the laws of descent and distribution,
unless otherwise determined by the Committee or under this Plan, provided that with respect to Shares issued upon exercise, Shares issued
upon the vesting of Awards or Awards that are Shares, the restrictions on transfer shall be the restrictions referred to in Section 16
(Conditions upon Issuance of Shares) hereof. Subject to the above provisions, the terms of such Award, this Plan and any applicable Award
Agreement shall be binding upon the beneficiaries, executors, administrators, heirs and successors of such Grantee. Awards may be exercised
or otherwise realized, during the lifetime of the Grantee, only by the Grantee or by his guardian or legal representative, to the extent
provided for herein. Any transfer of an Award not permitted hereunder (including transfers pursuant to any decree of divorce, dissolution
or separate maintenance, any property settlement, any separation agreement or any other agreement with a spouse) and any grant of any
interest in any Award to, or creation in any way of any direct or indirect interest in any Award by, any party other than the Grantee
shall be null and void and shall not confer upon any party or person, other than the Grantee, any rights. A Grantee may file with the
Committee a written designation of a beneficiary, who shall be permitted to exercise such Grantee’s Award or to whom any benefit
under this Plan is to be paid, in each case, in the event of the Grantee’s death before he or she fully exercises his or her Award
or receives any or all of such benefit, on such form as may be prescribed by the Committee and may, from time to time, amend or revoke
such designation. If no designated beneficiary survives the Grantee, the executor or administrator of the Grantee’s estate shall
be deemed to be the Grantee’s beneficiary. Notwithstanding the foregoing, upon the request of the Grantee and subject to Applicable
Law the Committee, at its sole discretion, may permit the Grantee to transfer the Award to a trust whose beneficiaries are the Grantee
and/or the Grantee’s immediate family members (all or several of them).


 


15.2   Notwithstanding
any other provisions of the Plan to the contrary, no Incentive Stock Option may be sold, transferred, pledged, assigned or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution or in accordance with a beneficiary designation pursuant
to Section 15.1. Further, all Incentive Stock Options granted to a Grantee shall be exercisable during his or her lifetime only by such
Grantee.


 


15.3   As
long as the Shares are held by the Trustee in favor of the Grantee, all rights possessed by the Grantee over the Shares are personal,
and may not be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.


 


15.4   If
and to the extent a Grantee is entitled to transfer an Award and/or Shares underlying an Award in accordance with the terms of the Plan
and any other applicable agreements, such transfer shall be subject (in addition, to any other conditions or terms applying thereto) to
receipt by the Company from such proposed transferee of a written instrument, on a form reasonably acceptable to the Company, pursuant
to which such proposed transferee agrees to be bound by all provisions of the Plan and any other applicable agreements, including without
limitation, any restrictions on transfer of the Award and/or Shares set forth herein (however, failure to so deliver such instrument to
the Company as set forth above shall not derogate from all such provisions applying on any transferee).


 


15.5   The
provisions of this Section 15 shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.


 


16. CONDITIONS UPON ISSUANCE OF SHARES;
GOVERNING PROVISIONS.




 


16.1   Legal
Compliance. The grant of Awards and the issuance of Shares upon exercise or settlement of Awards shall be subject to compliance with
all Applicable Law as determined by the Company, including, applicable requirements of federal, state and foreign law with respect to
such securities. The Company shall have no obligations to issue Shares pursuant to the exercise or settlement of an Award and Awards may
not be exercised or settled, if the issuance of Shares upon exercise or settlement would constitute a violation of any Applicable Law
as determined by the Company, including, applicable federal, state or foreign securities laws or other law or regulations or the requirements
of any stock exchange or market system upon which the Shares may then be listed. In addition, no Award may be exercised unless (i) a registration
statement under the Securities Act or equivalent law in another jurisdiction shall at the time of exercise or settlement of the Award
be in effect with respect to the shares issuable upon exercise of the Award, or (ii) in the opinion of legal counsel to the Company, the
shares issuable upon exercise of the Award may be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act or equivalent law in another jurisdiction. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, if any, deemed by the Company to be necessary to the lawful issuance and sale of any Shares hereunder,
and the inability to issue Shares hereunder due to non-compliance with any Company policies with respect to the sale of Shares, shall
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority or compliance
shall not have been obtained or achieved. As a condition to the exercise of an Award, the Company may require the person exercising such
Award to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any Applicable Law or regulation
and to make any representation or warranty with respect thereto as may be requested by the Company, including to represent and warrant
at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares, all in form and content specified by the Company.


 






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16.2   Provisions
Governing Shares. Shares issued pursuant to an Award shall be subject to this Plan (unless otherwise determined by the Committee),
and shall be subject to the Articles of Association of the Company, any limitation, restriction or obligation included in any shareholders
agreement applicable to all or substantially all of the holders of shares (regardless of whether or not the Grantee is a formal party
to such shareholders agreement), any other governing documents of the Company, all policies, manuals and internal regulations adopted
by the Company from time to time, in each case, as may be amended from time to time, including any provisions included therein concerning
restrictions or limitations on disposition of Shares (such as, but not limited to, right of first refusal and lock up/market stand-off)
or grant of any rights with respect thereto, forced sale and bring along/drag along provisions, any provisions concerning restrictions
on the use of inside information and other provisions deemed by the Company to be appropriate in order to ensure compliance with Applicable
Law. Each Grantee shall execute (and authorizes any person designated by the Company to so execute, as well as (if applicable) the Trustee
holding any Shears for the Grantee’s behalf) such separate agreement(s) as may be requested by the Company relating to matters set
forth in or otherwise for the purpose of implementing this Section 16.2. The execution of such separate agreement(s) may be a condition
by the Company to the exercise of any Award and the Company (and, if applicable, the Trustee) may exercise its authorization above and
sign such agreement on behalf of the Grantee or subject the Grantee to the provisions of such agreements. Without limitation of the foregoing,
the proxy pursuant to Section 6.10 includes an authorization of the holder of such proxy to sign, by and on behalf of any Grantee, such
documents and agreements.


 


16.3   Share
Purchase Transactions; Forced Sale. In the event that the Board approves a Merger/Sale effected by way of a forced or compulsory sale
(whether pursuant to the Company’s Articles of Association, pursuant to Section 341 of the Companies Law or any shareholders agreement
or otherwise) or in the event of a transaction for the sale of all shares of the Company, then, without derogating from such provisions
and in addition thereto, the Grantee shall be obligated, and shall be deemed to have agreed to the offer to effect the Merger/Sale (and
the Shares held by or for the benefit of the Grantee shall be included in the shares of the Company approving the terms of such Merger/Sale
for the purpose of satisfying the required majority), and shall sell all of the Shares held by or for the benefit of the Grantee on the
terms and conditions applying to the holders of Shares, in accordance with the instructions then issued by the Board, whose determination
shall be final. No Grantee shall contest, bring any claims or demands, or exercise any appraisal rights related to any of the foregoing.
Each Grantee shall execute (and authorizes any person designated by the Company to so execute, as well as (if applicable) the Trustee
holding any Shares for the Grantee’s behalf) such documents and agreements, as may be requested by the Company relating to matters
set forth in or otherwise for the purpose of implementing this Section 16.3. The execution of such separate agreement(s) may be a condition
by the Company to the exercise of any Award and the Company (and, if applicable, the Trustee) may exercise its authorization above and
sign such agreement on behalf of the Grantee or subject the Grantee to the provisions of such agreements. Without limitation of the foregoing,
the proxy pursuant to Section 6.10 includes an authorization of the holder of such proxy to sign, by and on behalf of any Grantee, such
documents and agreements as are required to affect the sale of Shares and otherwise in connection with such Merger/Sale and waivers of
any contest, claims, demands or any appraisal rights.


 


16.4   Data
Privacy; Data Transfer. Information related to Grantees and Awards hereunder, as shall be received from Grantee or others,
and/or held by, the Company or its Affiliates from time to time, and which information may include sensitive and personal information
related to Grantees (“Information”), will be used by the Company or its Affiliates (or third parties appointed by any
of them, including the Trustee) to comply with any applicable legal requirement, or for administration of the Plan as they deems necessary
or advisable, or for the respective business purposes of the Company or its Affiliates (including in connection with transactions related
to any of them). The Company and its Affiliates shall be entitled to transfer the Information among the Company or its Affiliates, and
to third parties for the purposes set forth above, which may include persons located abroad (including, any person administering the Plan
or providing services in respect of the Plan or in order to comply with legal requirements, or the Trustee, their respective officers,
directors, employees and representatives, and the respective successors and assigns of any of the foregoing), and any person so receiving
Information shall be entitled to transfer it for the purposes set forth above. The Company shall use commercially reasonable efforts to
ensure that the transfer of such Information shall be limited to the reasonable and necessary scope. By receiving an Award hereunder,
Grantee acknowledges and agrees that the Information is provided at Grantee’s free will and Grantee consents to the storage and
transfer of the Information as set forth above.


 






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17. MARKET STAND-OFF




 


17.1   In
connection with any underwritten public offering of equity securities of the Company pursuant to an effective registration statement filed
under the Securities Act or equivalent law in another jurisdiction, the Grantee shall not directly or indirectly, without the prior written
consent of the Company or its underwriters (the following restrictions shall be referred to herein as the “Market Stand-Off”),
(i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares or other Awards, any
securities of the Company (whether or not such Shares were acquired under this Plan), or any securities convertible into or exercisable
or exchangeable (directly or indirectly) for Shares or securities of the Company and any other shares or securities issued or distributed
in respect thereto or in substitution thereof (collectively, “Securities”), or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction
described in the foregoing clauses (i) or (ii) is to be settled by delivery of Securities, in cash or otherwise. The foregoing provisions
of this Section 17.1 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The Market Stand-Off
shall be in effect for such period of time and under such terms as may be determined by the Company and/or the underwriters.


 


17.2   In
the event of a subdivision of the outstanding share capital of the Company, the distribution of any securities (whether or not of the
Company), whether as bonus shares or otherwise, and whether as dividend or otherwise, a recapitalization, a reorganization (which may
include a combination or exchange of shares or a similar transaction affecting the Company’s outstanding securities without receipt
of consideration), a consolidation, a spin-off or other corporate divestiture or division, a reclassification or other similar occurrence,
any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to
the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off.


 


17.3   In
order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this
Plan until the end of the applicable Market Stand-Off period.


 


17.4   The
underwriters in connection with a registration statement so filed are intended third party beneficiaries of this Section 17 and shall
have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Grantee shall execute such
separate agreement(s) as may be requested by the Company or the underwriters in connection with such registration statement and in the
form required by them, relating to Market Stand-Off (which need not be identical to the provisions of this Section 17, and may include
such additional provisions and restrictions as the underwriters deem advisable) or that are necessary to give further effect thereto.
The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Award.


 


17.5   Without
derogating from the above provisions of this Section 17 or elsewhere in this Plan, the provisions of this Section 17 shall apply to the
Grantee and the Grantee’s heirs, legal representatives, successors, assigns, and to any purchaser, assignee or transferee of any
Awards or Shares.


 


18. AGREEMENT REGARDING TAXES; DISCLAIMER.




 


18.1   If
the Committee shall so require, as a condition of exercise of an Award, the release of Shares by the Trustee or the expiration of the
Restricted Period, a Grantee shall agree that, no later than the date of such occurrence, the Grantee will pay to the Company (or the
Trustee, as applicable) or make arrangements satisfactory to the Committee and the Trustee (if applicable) regarding payment of any applicable
taxes and compulsory payments of any kind required by Applicable Law to be withheld or paid.


 


18.2
TAX LIABILITY. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE EXERCISE THEREOF,
THE SALE OR DISPOSITION OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) THE VESTING OF ANY AWARD, THE ASSUMPTION,
SUBSTITUTION, CANCELLATION OR PAYMENT IN LIEU OF AWARDS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING WITHOUT LIMITATION
ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH TAX PAYABLE BY THE GRANTEE OR THE COMPANY IN CONNECTION THEREWITH)
SHALL BE BORNE AND PAID SOLELY BY THE GRANTEE, AND THE GRANTEE SHALL INDEMNIFY THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES AND THE TRUSTEE,
AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR ANY PENALTY, INTEREST OR INDEXATION THEREON.
EACH GRANTEE AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT
WITH ANY TAX AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY.


 






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18.3   NO
TAX ADVICE. THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING OR
DISPOSING OF AWARDS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN
SOLELY THE RESPONSIBILITY OF THE GRANTEE.


 


18.4   TAX
TREATMENT. THE COMPANY AND ITS AFFILIATES DO NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY AWARD
SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT
OR TAX ADVANTAGE OF ANY TYPE AND THE COMPANY AND ITS AFFILIATES SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY AWARD
IS TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE AWARD WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR
TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY TYPE OF AWARDS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR AWARD AGREEMENT,
WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY AND ITS AFFILIATES DO NOT UNDERTAKE AND SHALL NOT
BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY ANY AWARD WITH THE REQUIREMENT OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN
ANY DOCUMENT TO THE EFFECT THAT ANY AWARD IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. THE COMPANY AND
ITS AFFILIATES DO NOT UNDERTAKE TO REPORT FOR TAX PURPOSES ANY AWARD IN ANY PARTICULAR MANNER, INCLUDING IN ANY MANNER CONSISTENT WITH
ANY PARTICULAR TAX TREATMENT. NO ASSURANCE IS MADE BY THE COMPANY OR ANY OF ITS AFFILIATES THAT ANY PARTICULAR TAX TREATMENT ON THE DATE
OF GRANT WILL CONTINUE TO EXIST OR THAT THE AWARD WOULD QUALIFY AT THE TIME OF EXERCISE OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX
TREATMENT. THE COMPANY AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT AN AWARD DOES NOT
QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY COULD HAVE OR SHOULD HAVE TAKEN ANY ACTION TO CAUSE SUCH QUALIFICATION
TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE GRANTEE. THE COMPANY DOES NOT UNDERTAKE
OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITIES, INCLUDING
IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT. IF THE AWARDS DO NOT QUALIFY
UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE GRANTEE.


 


18.5   The
Company or any Subsidiary or Affiliate may take such action as it may deem necessary or appropriate, in its discretion, for the purpose
of or in connection with withholding of any taxes and compulsory payments which the Trustee, the Company or any Subsidiary or Affiliate
(or any applicable agent thereof) is required by any Applicable Law to withhold in connection with any Awards (collectively, “Withholding
Obligations”). Such actions may include (i) requiring a Grantees to remit to the Company in cash an amount sufficient to satisfy
such Withholding Obligations and any other taxes and compulsory payments, payable by the Company in connection with the Award or the exercise
or (if applicable) the vesting thereof; (ii) subject to Applicable Law, allowing the Grantees to provide Shares to the Company, in an
amount that at such time, reflects a value that the Committee determines to be sufficient to satisfy such Withholding Obligations; (iii)
withholding Shares otherwise issuable upon the exercise of an Award at a value which is determined by the Committee to be sufficient to
satisfy such Withholding Obligations; or (iv) any combination of the foregoing. The Company shall not be obligated to allow the exercise
of any Award by or on behalf of a Grantee until all tax consequences arising from the exercise of such Award are resolved in a manner
acceptable to the Company.


 


18.6   Each
Grantee shall notify the Company in writing promptly and in any event within ten (10) days after the date on which such Grantee first
obtains knowledge of any tax authority inquiry, audit, assertion, determination, investigation, or question relating in any manner to
the Awards granted or received hereunder or Shares issued thereunder and shall continuously inform the Company of any developments, proceedings,
discussions and negotiations relating to such matter, and shall allow the Company and its representatives to participate in any proceedings
and discussions concerning such matters. Upon request, a Grantee shall provide to the Company any information or document relating to
any matter described in the preceding sentence, which the Company, in its discretion, requires.


 






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18.7   With
respect to 102 Non-Trustee Options, if the Grantee ceases to be employed by the Company or any Affiliate, the Grantee shall extend to
the Company and/or its Affiliate with whom the Grantee is employed a security or guarantee for the payment of taxes due at the time of
sale of Shares, all in accordance with the provisions of Section 102 of the Ordinance and the Rules.


 


18.8   If
a Grantee makes an election under Section 83(b) of the Code to be taxed with respect to an Award as of the date of transfer of Shares
rather than as of the date or dates upon which the Grantee would otherwise be taxable under Section 83(a) of the Code, such Grantee shall
deliver a copy of such election to the Company upon or prior to the filing such election with the U.S. Internal Revenue Service. Neither
the Company nor any Affiliate shall have any liability or responsibility relating to or arising out of the filing or not filing of any
such election or any defects in its construction.


 


19. RIGHTS AS A SHAREHOLDER; VOTING AND
DIVIDENDS.




 


19.1   Subject
to Section 11.4, a Grantee shall have no rights as a shareholder of the Company with respect to any Shares covered by an Award until the
Grantee shall have exercised the Award, paid the Exercise Price therefor and becomes the record holder of the subject Shares. In the case
of 102 Awards, the Trustee shall have no rights as a shareholder of the Company with respect to the Shares covered by such Award until
the Trustee becomes the record holder for such Shares for the Grantee’s benefit, and the Grantee shall not be deemed to be a shareholder
and shall have no rights as a shareholder of the Company with respect to the Shares covered by the Award until the date of the release
of such Shares from the Trustee to the Grantee and the transfer of record ownership of such Shares to the Grantee (provided, however,
that the Grantee shall be entitled to receive from the Trustee any cash dividend or distribution made on account of the Shares held by
the Trustee for such Grantee’s benefit, subject to any tax withholding and compulsory payment). No adjustment shall be made for
dividends (ordinary or extraordinary, whether in shares or other securities, cash or other property, or rights, or any combination thereof)
or distribution of other rights for which the record date is prior to the date on which the Grantee or Trustee (as applicable) becomes
the record holder of the Shares covered by an Award, except as provided in Section 14 hereof.


 


19.2   With
respect to all Awards issued in the form of Shares hereunder or upon the exercise or (if applicable) the vesting of Awards hereunder,
any and all voting rights attached to such Shares shall be subject to Section 6.10, and the Grantee shall be entitled to receive dividends
distributed with respect to such Shares, subject to the provisions of the Company’s Articles of Association, as amended from time
to time, and subject to any Applicable Law.


 


19.3   The
Company may, but shall not be obligated to, register or qualify the sale of Shares under any applicable securities law or any other Applicable
Law.


 


20.  NO REPRESENTATION BY COMPANY.




 


By granting the
Awards, the Company is not, and shall not be deemed as, making any representation or warranties to the Grantee regarding the Company,
its business affairs, its prospects or the future value of its Shares and such representations and warranties are hereby disclaimed. The
Company shall not be required to provide to any Grantee any information, documents or material in connection with the Grantee’s
considering an exercise of an Award. To the extent that any information, documents or materials are provided, the Company shall have no
liability with respect thereto. Any decision by a Grantee to exercise an Award shall solely be at the risk of the Grantee.


 


21.  NO RETENTION RIGHTS.




 


NOTHING IN
THIS PLAN, ANY AWARD AGREEMENT OR IN ANY AWARD GRANTED OR AGREEMENT ENTERED INTO PURSUANT HERETO SHALL CONFER UPON ANY GRANTEE THE RIGHT
TO CONTINUE IN THE EMPLOY OF, OR BE IN THE SERVICE OF THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THEREOF AS A SERVICE PROVIDER OR TO BE
ENTITLED TO ANY REMUNERATION OR BENEFITS NOT SET FORTH IN THIS PLAN OR SUCH AGREEMENT, OR TO INTERFERE WITH OR LIMIT IN ANY WAY THE RIGHT
OF THE COMPANY OR ANY SUCH SUBSIDIARY OR AFFILIATE TO TERMINATE SUCH GRANTEE’S EMPLOYMENT OR SERVICE (INCLUDING, ANY RIGHT OF THE
COMPANY OR ANY OF ITS AFFILIATES TO IMMEDIATELY CEASE THE GRANTEE’S EMPLOYMENT OR SERVICE OR TO SHORTEN ALL OR PART OF THE NOTICE
PERIOD, REGARDLESS OF WHETHER NOTICE OF TERMINATION WAS GIVEN BY THE COMPANY OR ITS AFFILIATES OR BY THE GRANTEE). AWARDS GRANTED UNDER
THIS PLAN SHALL NOT BE AFFECTED BY ANY CHANGE IN DUTIES OR POSITION OF A GRANTEE, SUBJECT TO SECTIONS 6.6 THROUGH 6.8. NO GRANTEE SHALL
BE ENTITLED TO CLAIM AND THE GRANTEE HEREBY WAIVES ANY CLAIM AGAINST THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THAT HE OR SHE WAS PREVENTED
FROM CONTINUING TO VEST AWARDS AS OF THE DATE OF TERMINATION OF HIS OR HER EMPLOYMENT WITH, OR SERVICES TO, THE COMPANY OR ANY SUBSIDIARY
OR AFFILIATE. NO GRANTEE SHALL BE ENTITLED TO ANY COMPENSATION IN RESPECT OF THE AWARDS WHICH WOULD HAVE VESTED HAD SUCH GRANTEE’S
EMPLOYMENT OR ENGAGEMENT WITH THE COMPANY (OR ANY SUBSIDIARY OR AFFILIATE) NOT BEEN TERMINATED.


 






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22.  PERIOD DURING WHICH AWARDS MAY BE
GRANTED.




 


AWARDS MAY
BE GRANTED PURSUANT TO THIS PLAN FROM TIME TO TIME WITHIN A PERIOD OF TEN (10) YEARS FROM THE EFFECTIVE DATE, WHICH PERIOD MAY BE EXTENDED
FROM TIME TO TIME BY THE BOARD. FROM AND AFTER SUCH DATE (AS EXTENDED) NO GRANTS OF AWARDS MAY BE MADE AND THIS PLAN SHALL CONTINUE TO
BE IN FULL FORCE AND EFFECT WITH RESPECT TO AWARDS OR SHARES ISSUED THEREUNDER THAT REMAIN OUTSTANDING.


 


23. AMENDMENT OF THIS PLAN AND AWARDS.




 


23.1   The
Board at any time and from time to time may suspend, terminate, modify or amend this Plan, whether retroactively or prospectively. Any
amendment effected in accordance with this Section 23 shall be binding upon all Grantees and all Awards, whether granted prior to or after
the date of such amendment, and without the need to obtain the consent of any Grantee. No termination or amendment of this Plan shall
affect any then outstanding Award unless expressly provided by the Board.


 


23.2   Subject
to changes in Applicable Law that would permit otherwise, without the approval of the Company’s shareholders, there shall be (i)
no increase in the maximum aggregate number of Shares that may be issued under this Plan as Incentive Stock Options (except by operation
of the provisions of Section 14.1), (ii) no change in the class of persons eligible to receive Incentive Stock Options, and (iii) no other
amendment of this Plan that would require approval of the Company’s shareholders under any Applicable Law. Unless not permitted
by Applicable Law, if the grant of an Award is subject to approval by shareholders, the date of grant of the Award shall be determined
as if the Award had not been subject to such approval. Failure to obtain approval by the shareholders shall not in any way derogate from
the valid and binding effect of any grant of an Award that is not an Incentive Stock Option.


 


23.3   The
Board or the Committee at any time and from time to time may modify or amend any Award theretofore granted, including any Award Agreement,
whether retroactively or prospectively.


 


24.  APPROVAL.




 


24.1   This
Plan shall take effect upon its adoption by the Board and approval by the stockholders of the Company (the “Effective Date”).


 


24.2   Solely
with respect to grants of Incentive Stock Options, this Plan shall also be subject to shareholders’ approval, within one year of
the Effective Date, by a majority of the votes cast on the proposal at a meeting or a written consent of shareholders (however, if the
grant of an Award is subject to approval by shareholders, the date of grant of the Award shall be determined as if the Award had not been
subject to such approval). Failure to obtain such approval by the shareholders within such period shall not in any way derogate from the
valid and binding effect of any grant of an Award, except that any Options previously granted under this Plan may not qualify as Incentive
Stock Options but, rather, shall constitute Nonqualified Stock Options. Upon approval of this Plan by the shareholders of the Company
as set forth above, all Incentive Stock Options granted under this Plan on or after the Effective Date shall be fully effective as if
the shareholders of the Company had approved this Plan on the Effective Date.


 


24.3   102
Awards are conditional upon the filing with or approval by the ITA, if required, as set forth in Section 9. Failure to so file or obtain
such approval shall not in any way derogate from the valid and binding effect of any grant of an Award, which is not a 102 Award.


 






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25.  RULES PARTICULAR TO SPECIFIC COUNTRIES;
SECTION 409A.




 


25.1   Notwithstanding
anything herein to the contrary, the terms and conditions of this Plan may be supplemented or amended with respect to a particular country
or tax regime by means of an appendix to this Plan, and to the extent that the terms and conditions set forth in any appendix conflict
with any provisions of this Plan, the provisions of such appendix shall govern. Terms and conditions set forth in such appendix shall
apply only to Awards granted to Grantees under the jurisdiction of the specific country or such other tax regime that is the subject of
such appendix and shall not apply to Awards issued to a Grantee not under the jurisdiction of such country or such other tax regime. The
adoption of any such appendix shall be subject to the approval of the Board or the Committee, and if determined by the Committee to be
required in connection with the application of certain tax treatment, pursuant to applicable stock exchange rules or regulations or otherwise,
then also the approval of the shareholders of the Company at the required majority.


 


25.2   This
Section 25.2 shall only apply to Awards granted to Grantees who are subject to United States Federal income tax.


 


25.2.1   It
is the intention of the Company that no Award shall be deferred compensation subject to Code Section 409A unless and to the extent that
the Committee specifically determines otherwise as provided in Section 25.2.2, and the Plan and the terms and conditions of all Awards
shall be interpreted and administered accordingly.


 


25.2.2   The
terms and conditions governing any Awards that the Committee determines will be subject to Code Section 409A, including any rules for
payment or elective or mandatory deferral of the payment or delivery of Shares or cash pursuant thereto, and any rules regarding treatment
of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement and shall be intended to comply
in all respects with Code Section 409A, and the Plan and the terms and conditions of such Awards shall be interpreted and administered
accordingly.


 


25.2.3   The
Company shall have complete discretion to interpret and construe the Plan and any Award Agreement in any manner that establishes an exemption
from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of
the Plan and/or any Award Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code
Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous
as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such
intent, as determined in the discretion of the Company. If, notwithstanding the foregoing provisions of this Section 25.2.3, any provision
of the Plan or any such agreement would cause a Grantee to incur any additional tax or interest under Code Section 409A, the Company may
reform such provision in a manner intended to avoid the incurrence by such Grantee of any such additional tax or interest; provided
that the Company shall maintain, to the extent reasonably practicable, the original intent and economic benefit to the Grantee of the
applicable provision without violating the provisions of Code Section 409A. For the avoidance of doubt, no provision of this Plan shall
be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from any Grantee or
any other individual to the Company or any of its affiliates, employees or agents. For purposes of Code Section 409A, the right to a series
of installment payments under this Agreement shall be treated as a right to a series of separate payments.


 


25.2.4   Notwithstanding
any other provision in the Plan, any Award Agreement, or any other written document establishing the terms and conditions of an Award,
if any Grantee is a “specified employee,” within the meaning of Code Section 409A, as of the date of his or her “separation
from service” (as defined under Code Section 409A), then, to the extent required by Treasury Regulation Section 1.409A-3(i)(2) (or
any successor provision), any payment made to such Grantee on account of his or her separation from service shall not be made before a
date that is six months after the date of his or her “separation from service” as defined under applicable Treasury regulations.
The Committee may elect any of the methods of applying this rule that are permitted under Treasury Regulation Section 1.409A-3(i)(2)(ii)
(or any successor provision).


 


25.2.5   Notwithstanding
any other provision of this Section 25.2 to the contrary, although the Company intends to administer the Plan so that Awards will be exempt
from, or will comply with, the requirements of Code Section 409A, the Company does not warrant that any Award under the Plan will qualify
for favorable tax treatment under Code Section 409A or any other provision of federal, state, local, or non-United States law. The Company
shall not be liable to any Grantee for any tax, interest, or penalties the Grantee might owe as a result of the grant, holding, vesting,
exercise, or payment of any Award under the Plan.


 






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26.  GOVERNING LAW; JURISDICTION.




 


THIS PLAN
AND ALL DETERMINATIONS MADE AND ACTIONS TAKEN PURSUANT HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ISRAEL, EXCEPT WITH RESPECT
TO MATTERS THAT ARE SUBJECT TO TAX LAWS, REGULATIONS AND RULES OF ANY SPECIFIC JURISDICTION, WHICH SHALL BE GOVERNED BY THE RESPECTIVE
LAWS, REGULATIONS AND RULES OF SUCH JURISDICTION. CERTAIN DEFINITIONS, WHICH REFER TO LAWS OTHER THAN THE LAWS OF SUCH JURISDICTION, SHALL
BE CONSTRUED IN ACCORDANCE WITH SUCH OTHER LAWS. THE COMPETENT COURTS LOCATED IN TEL-AVIV-JAFFA, ISRAEL SHALL HAVE EXCLUSIVE JURISDICTION
OVER ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS PLAN AND ANY AWARD GRANTED HEREUNDER. BY SIGNING ANY AWARD AGREEMENT OR ANY
OTHER AGREEMENT RELATING TO AN AWARD, EACH GRANTEE IRREVOCABLY SUBMITS TO SUCH EXCLUSIVE JURISDICTION.


 


27. NON-EXCLUSIVITY OF THIS PLAN.




 


THE ADOPTION
OF THIS PLAN SHALL NOT BE CONSTRUED AS CREATING ANY LIMITATIONS ON THE POWER OR AUTHORITY OF THE COMPANY TO ADOPT SUCH OTHER OR ADDITIONAL
INCENTIVE OR OTHER COMPENSATION ARRANGEMENTS OF WHATEVER NATURE AS THE COMPANY MAY DEEM NECESSARY OR DESIRABLE OR PRECLUDE OR LIMIT THE
CONTINUATION OF ANY OTHER PLAN, PRACTICE OR ARRANGEMENT FOR THE PAYMENT OF COMPENSATION OR FRINGE BENEFITS TO EMPLOYEES GENERALLY, OR
TO ANY CLASS OR GROUP OF EMPLOYEES, WHICH THE COMPANY OR ANY AFFILIATE NOW HAS LAWFULLY PUT INTO EFFECT, INCLUDING ANY RETIREMENT, PENSION,
SAVINGS AND STOCK PURCHASE PLAN, INSURANCE, DEATH AND DISABILITY BENEFITS AND EXECUTIVE SHORT-TERM OR LONG-TERM INCENTIVE PLANS.


 


28.  INSIDER TRADING RESTRICTIONS / MARKET
ABUSE LAWS. 




 


Each Participant
who receives an Award will comply with any policy adopted by the Company from time to time covering transactions in the Company’s
securities by Employees, officers, and/or Directors of the Company, as well as with any applicable insider trading or market abuse laws
to which the Participant may be subject. Participant acknowledges that, depending on Participant’s country, Participant may be subject
to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell the Shares or
rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding the
Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and
in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that
it is Participant’s responsibility to comply with any applicable restrictions and understands that Participant should consult his
or her personal legal advisor on such matters. In addition, Participant acknowledges that he or she has read the Company’s Insider
Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or disposes
of the Company’s securities.


 


29. MISCELLANEOUS.




 


29.1   Survival.
The Grantee shall be bound by and the Shares issued upon exercise or (if applicable) the vesting of any Awards granted hereunder shall
remain subject to this Plan after the exercise or (if applicable) the vesting of Awards, in accordance with the terms of this Plan, whether
or not the Grantee is then or at any time thereafter employed or engaged by the Company or any of its Affiliates.


 


29.2   Additional
Terms. Each Award awarded under this Plan may contain such other terms and conditions not inconsistent with this Plan as may be determined
by the Committee, in its sole discretion.


 


29.3
Fractional Shares. No fractional Share shall be issuable upon exercise or vesting of any Award and the number of Shares to be issued
shall be rounded down to the nearest whole Share, with any Share remaining at the last vesting date due to such rounding to be issued
upon exercise at such last vesting date.


 


29.4   Severability.
If any provision of this Plan, any Award Agreement or any other agreement entered into in connection with an Award shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable
and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. In addition, if
any particular provision contained in this Plan, any Award Agreement or any other agreement entered into in connection with an Award shall
for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting
and reducing such provision as to such characteristic so that the provision is enforceable to fullest extent compatible with Applicable
Law as it shall then appear.


 


29.5   Captions
and Titles. The use of captions and titles in this Plan or any Award Agreement or any other agreement entered into in connection with
an Award is for the convenience of reference only and shall not affect the meaning or interpretation of any provision of this Plan or
such agreement.


 


***


 


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