[DATE]


 


VBI
VACCINES INC.


INCENTIVE
STOCK OPTION AGREEMENT UNDER


THE
INCENTIVE PLAN


 


This
INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made between VBI VACCINES INC. (the “Company”),
a British Columbia corporation, and [NAME] (the “Optionee”), pursuant to the Company’s Incentive
Plan, as amended from time to time (the “Plan”). Capitalized terms used in this Agreement but not otherwise
defined herein shall have the meanings ascribed to such terms in the Plan.


 


The
Company and the Optionee agree as follows:


 


1.       Option
Grant. The Company hereby grants to the Optionee, on the terms and conditions of this Agreement and the Plan, the right and
the option (the “Option”) to purchase all or any of [TOTAL NO. OF SHARES GRANTED] Company Common Shares
(the “Grant Shares”) at a purchase price of [EXERCISE PRICE] per share, which is not less than the Market
Price of the Company’s Common Shares on the Grant Date (as defined below) of such Option or, for an Option that is intended
to qualify as an Incentive Stock Option granted to a US Taxpayer that owns more than 10% of the total combined voting power of
all classes of the Company’s stock (a “10% Holder”), the exercise price is 110% of the Market Price of
the Company’s Common Shares. The terms and conditions applicable to grants of options of the Company’s Common Shares,
as set forth in the Plan, are hereby incorporated into and made part of this Agreement, including, without restriction, Section
7.2 of the Plan.


 


2.       Time
of Exercise of Option. The date of this Option is [DATE GRANTED] (the “Grant Date”). Subject to
the terms and conditions set forth herein and until the Option expires or is terminated as provided in the Plan, the Option may
be exercised from time to time to purchase Grant Shares as follows: [VESTING SCHEDULE]


 


3.       Expiration.
The Option shall continue in effect until the earlier of [DATE equal to the Grant Date plus 10 years] (which date, for
an Option that is intended to qualify as an Incentive Stock Option granted to a US Taxpayer, shall not be more than 10 years from
the Grant Date or, in the case of a 10% Holder, the date shall be not more than five (5) years from the Grant Date), or, unless
earlier terminated as provided in the Plan:


 


	 	(a)	if
    the Optionee’s Employment is terminated without Cause, the date that is 120 days after the Optionee’s date of
    Termination;
	 	 	 
	 	(b)	if
    the Optionee’s Employment is terminated with Cause, immediately;
	 	 	 
	 	(c)	if
    the Optionee resigns or, in the case of an Optionee that is a Service Provider, terminates the Optionee’s contract of
    service, the date that is 90 days after the Optionee’s date of the resignation or termination; or


 




    	 		 



     


    

 


	 	(d)	if
    the Optionee’s Employment terminates is by reason of death or Disability, the date that is 36 months after the Optionee’s
    date of death or Disability Date, as the case may be;


 


provided,
that any Option that is intended to be an Incentive Stock Option shall expire not more than three (3) months from the date of
the Optionee’s termination for any reason other than death or disability (as defined in Section 22(e) of the United States
Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding regulatory
guidance thereunder (the “Code”)) or 12 months from the Optionee’s termination due to death or disability
(as defined in the Code).


 


4.       Options
Granted to Service Providers. If the Optionee is a Service Provider and is not a director of the Company or an Affiliate
of the Company, then:


 


	 	(a)	the
    Company and the Optionee acknowledge and confirm their mutual intention and understanding that the Options are hereby granted
    to the Optionee (including without restriction an Optionee who is deemed to be a Service Provider pursuant the second subparagraph
    (b) of the definition of Service Provider in paragraph 1.3.33 of the Plan) in respect of the written contract between the
    Company and the relevant Service Provider referred to in the first subparagraph (b) of paragraph 1.3.33 of the Plan, and not
    in respect of, in the course of, or by virtue of employment of any such Service Provider by the Company or an Affiliate of
    the Company, and consequently:


 


	 	i.	the
    Company is not required by any provision of the Income Tax Act (Canada) or any similar legislation of any province or territory
    of Canada, to withhold any amount in respect of this grant of Options, and the Optionee’s subsequent exercise thereof,
    or remit any such amount to the Canada Revenue Agency or similar authority of a province or territory of Canada for the account
    of the Optionee; and
	 	 	 
	 	ii.	the
    Optionee is not entitled to, and will not, claim a deduction in respect of the Options pursuant to §110(1)(d) of the
    Income Tax Act (Canada) or any successor provision or any similar provision in that statute or any similar legislation of
    any province or territory of Canada; and


 




    	 		 



     


    

 


 


	 	(b)	the
    Optionee, and, if the Optionee is an individual, any company that is also a Service Provider because of such company’s
    relationship with the Optionee, will jointly and severally promptly indemnify and save the Company harmless from all liabilities
    and costs of every kind and description whatsoever for tax, interest, or penalties assessed against the Company as a consequence
    of the Company’s failure to withhold or remit any such amount, and all professional costs incurred by the Company to
    deal with any such assessment, including without restriction any objection to or appeal of any such assessment.


 


5.       Transferability.
This Option may be transferred only in accordance with Sections 7.11, 12.1 and 12.2 of the Plan.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 		 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	VBI VACCINES INC.
	 	 	 
	 	By:	          
	 	Name:
	
	 	Title:	
	 	 	 
	 	OPTIONEE:
	 	 	 
	 	[NAME]
	 	 
	 	 
	 	(Signature of Optionee)


 




    	 		 



     


    

 


__________
__, 2017


 


VBI
VACCINES INC.


NON-QUALIFIED
STOCK OPTION AGREEMENT UNDER


THE
INCENTIVE PLAN


 


This
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made between VBI VACCINES INC. (the
“Company”), a British Columbia corporation, and [NAME] (the “Optionee”), pursuant
to the Company’s Incentive Plan, as amended from time to time (the “Plan”). Capitalized terms used in
this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.


 


The
Company and the Optionee agree as follows:


 


1.       Option
Grant. The Company hereby grants to the Optionee, on the terms and conditions of this Agreement and the Plan, the right and
the option (the “Option”) to purchase all or any of [TOTAL NO. OF SHARES GRANTED] Company Common Shares
(the “Grant Shares”) at a purchase price of [EXERCISE PRICE] per share, which is not less than the Market
Price of the Company’s Common Shares on the Grant Date (as defined below) of such Option. The terms and conditions applicable
to grants of options of the Company’s Common Shares, as set forth in the Plan, are hereby incorporated into and made part
of this Agreement, including, without restriction, Section 7.2 of the Plan.


 


2.       Time
of Exercise of Option. The date of this Option is [DATE GRANTED] (the “Grant Date”). Subject to
the terms and conditions set forth herein and until the Option expires or is terminated as provided in the Plan, the Option may
be exercised from time to time to purchase Grant Shares as follows: [VESTING SCHEDULE]


 


3.       Expiration.
The Option shall continue in effect until the earlier of [DATE equal to the Grant Date plus 10 years], or, unless earlier
terminated as provided in the Plan:


 


	 	(a)	if
    the Optionee’s Employment is terminated without Cause, the date that is 120 days after the Optionee’s date of
    Termination;
	 	 	 
	 	(b)	if
    the Optionee’s Employment is terminated with Cause, immediately;
	 	 	 
	 	(c)	if
    the Optionee resigns or, in the case of an Optionee that is a Service Provider, terminates the Optionee’s contract of
    service, the date that is 90 days after the Optionee’s date of the resignation or termination; or
	 	 	 
	 	(d)	if
    the Optionee’s Employment terminates is by reason of death or Disability, the date that is 36 months after the Optionee’s
    date of death or Disability Date, as the case may be.


 




    	 		 



     


    

 


4.       Options
Granted to Service Providers. If the Optionee is a Service Provider and is not a director of the Company or an
Affiliate of the Company, then:


 


	 	(a)	the
    Company and the Optionee acknowledge and confirm their mutual intention and understanding that the Options are hereby granted
    to the Optionee (including without restriction an Optionee who is deemed to be a Service Provider pursuant the second subparagraph
    (b) of the definition of Service Provider in paragraph 1.3.33 of the Plan) in respect of the written contract between the
    Company and the relevant Service Provider referred to in the first subparagraph (b) of paragraph 1.3.33 of the Plan, and not
    in respect of, in the course of, or by virtue of employment of any such Service Provider by the Company or an Affiliate of
    the Company, and consequently:


 


	 	i.	the
    Company is not required by any provision of the Income Tax Act (Canada) or any similar legislation of any province or territory
    of Canada, to withhold any amount in respect of this grant of Options, and the Optionee’s subsequent exercise thereof,
    or remit any such amount to the Canada Revenue Agency or similar authority of a province or territory of Canada for the account
    of the Optionee; and
	 	 	 
	 	ii.	the
    Optionee is not entitled to, and will not, claim a deduction in respect of the Options pursuant to §110(1)(d) of the
    Income Tax Act (Canada) or any successor provision or any similar provision in that statute or any similar legislation of
    any province or territory of Canada; and


 


	 	(b)	the
    Optionee, and, if the Optionee is an individual, any company that is also a Service Provider because of such company’s
    relationship with the Optionee, will jointly and severally promptly indemnify and save the Company harmless from all liabilities
    and costs of every kind and description whatsoever for tax, interest, or penalties assessed against the Company as a consequence
    of the Company’s failure to withhold or remit any such amount, and all professional costs incurred by the Company to
    deal with any such assessment, including without restriction any objection to or appeal of any such assessment.


 


5.       Transferability.
This Option may be transferred only in accordance with Sections 7.11, 12.1 and 12.2 of the Plan.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 		 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	VBI VACCINES INC.
	 	 
	 	By:	             
	 	Name:	
	 	Title:	
	 	 	 
	 	OPTIONEE:
	 	 	 
	 	[NAME]
	 	 
	 	 
	 	(Signature of Optionee)


 




    	 		 



     


    

 


SCIVAC
THERAPEUTICS INC.


INCENTIVE
PLAN


 


Restricted
share unit AGREEMENT


FOR


________________________


 


1.       Award
of Restricted Stock Units. VBI Vaccines Inc. (the “Corporation”)
hereby grants, as of __________, 2016 (the “Grant
Date”), to ________________ (the “Recipient”),
the right to receive, at the times specified in Section 2 hereof, __________________ shares of the common stock of the capital
of the Corporation (collectively the “RSUs”).
The RSUs shall be subject to the terms, provisions and restrictions set forth in this Agreement and the SciVac Therapeutics Inc.
Incentive Plan, as may be amended from time to time (the “Plan”),
which is incorporated herein for all purposes. As a condition to entering into this Agreement, and to the issuance of any Shares
(or any other securities of the Corporation pursuant thereto), the Recipient agrees to be bound by all of the terms and conditions
herein and in the Plan. Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein
shall have the meanings attributable thereto in the Plan.


 


2.       Vesting
of RSUs.


 


(a)         General
Vesting. Except as provided in Sections 2(b) and 3 of this Agreement, the RSUs shall vest in the following amounts and
the following times (the “Vesting Date”), provided that the Employment of the Recipient continues through
and each such Vesting Date: 


 


	Percentage
    of RSUs	 	Vesting
    Date
	 	 	 
	25%	 	On
    the first business day after the date on which the Corporation shall have filed with the U.S. Securities and Exchange Commission
    a Registration Statement on Form S-8 with respect to the Corporation’s common shares deliverable upon vesting of the
    RSUs.
	 	 	 
	25%	 	First
    anniversary of the Grant Date
	 	 	 
	25%	 	Second
    anniversary of the Grant Date
	 	 	 
	25%	 	Third
    anniversary of the Grant Date


 


There
shall be no proportionate or partial vesting of the RSUs in or during the months, days or periods prior to each Vesting Date,
and except as otherwise provided in Sections 2(b) hereof, all vesting shall occur only on the applicable Vesting Date provided
the conditions set forth in this Section 2 are satisfied. Any portion of the RSUs subject to this Agreement that have become vested
pursuant to this Section 2 shall be referred to hereinafter as the “Vested RSUs”, and any portion that
have not vested hereunder shall be referred to as the “Non-Vested RSUs.”


 


(b)        Acceleration
of Vesting Upon Change in Control. In the event that a Change in Control of the Corporation occurs during the Recipient’s
Employment or if the Recipient’s employment is terminated by the Corporation without “Cause” (as defined in
Recipient’s employment agreement) within one (1) year of the date of closing of such transaction, the Shares subject to
the RSUs subject to this Agreement shall become immediately vested as of the date of the Change in Control (the “Change
in Control Vesting Date”), unless either (i) the Corporation is the surviving entity in the Change in Control and
the RSUs continue to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable
immediately prior to the Change in Control or (ii) the successor company or its parent company assumes or substitutes for the
RSUs, as determined in accordance with Section 5.3 of the Plan.


 




    	 		 



     


    

 


3.       Treatment
of RSUs Upon Termination of Employment. If the Recipient’s Employment is terminated for any reason prior to the
earlier of (a) Vesting Date or (b) Change in Control Vesting Date, the Non-Vested RSUs granted hereunder shall be treated in accordance
with the terms and provisions set forth in Section 16 of the Plan. The Board shall have the power and authority to enforce on
behalf of the Corporation any rights of the Corporation may have with respect to the RSUs under this Agreement in the event of
the termination of the Recipient’s Employment.


 


4.       Settlement
of the RSUs. The Corporation shall deliver to the Recipient the number of Shares corresponding to the Vested RSUs
as soon as practicable on or after the Vesting Date or Change in Control Vesting Date, whichever applicable, but in no event later
than the 15th day of the third month following the last day of the calendar year in which the Vesting Date or Change
in Control Vesting Date, whichever applicable, occurs.


 


5.       Rights
with Respect to RSUs.


 


(a)       No
Rights as Shareholder Until Delivery. Except as otherwise provided in this Section 5, the Recipient shall not have any
rights, benefits or entitlements with respect to the Shares corresponding to the RSUs unless and until those Shares are delivered
to the Recipient except as may otherwise be provided in the Plan. On or after delivery, the Recipient shall have, with respect
to the Shares delivered, all of the rights of a holder of Shares granted pursuant to the articles of incorporation and other governing
instruments of the Corporation, or as otherwise available at law.


 


(b)       Adjustments
to Shares. If at any time while this Agreement is in effect and before any Shares have been delivered with respect to
any RSUs, there shall be any increase or decrease in the number of issued and outstanding Shares of the Corporation through the
declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such
Shares, then and in that event, the Board shall make any adjustments it deems fair and appropriate, in view of such change, in
the number of Shares subject to the RSUs then subject to this Agreement. If any such adjustment shall result in a fractional Share,
such fraction shall be disregarded.


 


(c)       No
Restriction on Certain Transactions. Notwithstanding any term or provision of this Agreement to the contrary, the existence
of this Agreement, or of any outstanding RSUs awarded hereunder, shall not affect in any manner the right, power or authority
of the Corporation to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes
in the Corporation’s capital structure or its business; (ii) any merger, consolidation or similar transaction by or of the
Corporation; (iii) any offer, issue or sale by the Corporation of any capital stock of the Corporation, including any equity or
debt securities, or preferred or preference stock that would rank prior to or on parity with the Shares represented by the RSUs
and/or that would include, have or possess other rights, benefits and/or preferences superior to those that such Shares includes,
has or possesses, or any warrants, options or rights with respect to any of the foregoing; (iv) the dissolution or liquidation
of the Corporation; (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Corporation;
or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).


 




    	 		 



     


    

 


6.       Transferability.
The RSUs are not transferable unless and until the Shares have been delivered to the Recipient in settlement of the RSUs
in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms
of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. Except
as otherwise permitted pursuant to the first sentence of this Section, any attempt to effect a Transfer of any RSUs prior to the
date on which the Shares have been delivered to the Recipient in settlement of the RSUs shall be void ab initio. For purposes
of this Agreement, “Transfer” shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation,
or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including,
but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment.


 


7.       Tax
Matters.


 


(a)       Withholding.
As a condition to the Corporation’s obligations with respect to the RSUs (including, without limitation, any obligation
to deliver any Shares) hereunder, if applicable, the Recipient shall make arrangements satisfactory to the Corporation to pay
to the Corporation any federal, state or local taxes of any kind required to be withheld with respect to the delivery of Shares
corresponding to such RSUs. If the Recipient shall fail to make the tax payments as are required, the Corporation shall, to the
extent permitted by law, have the right to deduct from any payment of any kind (including the withholding of any Shares that otherwise
would be delivered to Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any
kind required by law to be withheld with respect to such Shares.


 


(b)       Satisfaction
of Withholding Requirements. If applicable, the Recipient may satisfy the withholding requirements with respect to the
RSUs pursuant to the procedures and methods set forth in Section 7.2 of the Plan.


 


(c)       Recipient’s
Responsibilities for Tax Consequences. The tax consequences to the Recipient (including without limitation federal, state,
local and foreign income tax consequences) with respect to the RSUs (including without limitation the grant, vesting and/or delivery
thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s)
and/or tax advisor(s) regarding these matters and the Recipient’s filing, withholding and payment (or tax liability) obligations.


 


8.       Amendment,
Modification & Assignment. This
Agreement may only be modified or amended in a writing signed by the parties hereto. No promises, assurances, commitments, agreements,
undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect
to the subject matter hereof, have been made by either party which are not set forth expressly in this Agreement. Unless otherwise
consented to in writing by the Corporation, in its sole discretion, this Agreement (and Recipient’s rights hereunder) may
not be assigned, and the obligations of Recipient hereunder may not be delegated, in whole or in part. The rights and obligations
created hereunder shall be binding on the Recipient and his heirs and legal representatives and on the successors and assigns
of the Corporation.


 


9.       Complete
Agreement. This Agreement (together with those agreements and documents
expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding
between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments,
agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which
may relate to the subject matter hereof in any way.


 




    	 		 



     


    

 


10.       Miscellaneous.


 


(a)       No
Right to (Continued) Employment or Service. This Agreement and the grant of RSUs hereunder shall not confer, or be construed
to confer, upon the Recipient any right to employment or service, or continued employment or service, with the Corporation or
any Affiliate.


 


(b)       No
Limit on Other Compensation Arrangements. Nothing contained in this Agreement shall preclude the Corporation or
any Affiliate from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any
such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific
persons.


 


(c)       Severability.
If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable
law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement
and the grant of RSUs hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement
and the award hereunder shall remain in full force and effect).


 


(d)       
No Trust or Fund Created. Neither this Agreement nor the grant of RSUs hereunder shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Corporation or any Affiliate and the Recipient
or any other person. To the extent that the Recipient or any other person acquires a right to receive payments from the Corporation
or any Affiliate pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of
the Corporation.


 


(e)       Law
Governing. This Agreement and the Plan shall be governed by and construed and enforced in accordance with the internal
laws of the Province of British Columbia, although with respect to US Taxpayers, the tax treatment of the RSUs will be governed
by the United Stated federal laws (and any applicable state and local tax laws).


 


(f)       Interpretation. The Recipient accepts this award of RSUs subject to all of the terms, provisions and restrictions
of this Agreement and the Plan. The undersigned Recipient hereby accepts as binding, conclusive and final all decisions or interpretations
of the Board upon any questions arising under this Agreement or the Plan. 


 


(g)       Headings.
Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such
headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this
Agreement or any term or provision hereof.


 


(h)       Notices.
Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally
or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Corporation, to the
Corporation’s Secretary at 222 Third Street, Suite 2241, Cambridge, MA 02142, or if the Corporation should move its principal
office, to such principal office, and, in the case of the Recipient, to the Recipient’s last permanent address as shown
on the Corporation’s records, subject to the right of either party to designate some other address at any time hereafter
in a notice satisfying the requirements of this Section.


 


(i)       Compliance
with Section 409A


 


(i)
General. It is the intention of both the Corporation and the Recipient that the benefits and rights to which the
Recipient could be entitled pursuant to this Agreement either comply with or fall within an exception to Section 409A of the Code
and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), to
the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed
in a manner consistent with that intention. 




 



    	 		 



     


    

 


(ii)
No Representations as to Section 409A Compliance. Notwithstanding the foregoing, the Corporation does not make any
representation to the Recipient that the shares of RSUs awarded pursuant to this Agreement are exempt from, or satisfy, the requirements
of Section 409A, and the Corporation shall have no liability or other obligation to indemnify or hold harmless the Recipient or
any Beneficiary for any tax, additional tax, interest or penalties that the Recipient or any Beneficiary may incur in the event
that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto
is deemed to violate any of the requirements of Section 409A.


     


(iii)
No Acceleration of Payments. Neither the Corporation nor the Recipient, individually or in combination, may
accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of
this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid
without violating Section 409A.



 


(j)         Non-Waiver
of Breach. The waiver by any party hereto of the other party’s
prompt and complete performance, or breach or violation, of any term or provision of this Agreement shall be effected solely in
a writing signed by such party, and shall not operate nor be construed as a waiver of any subsequent breach or violation, and
the waiver by any party hereto to exercise any right or remedy which he or it may possess shall not operate nor be construed as
the waiver of such right or remedy by such party, or as a bar to the exercise of such right or remedy by such party, upon the
occurrence of any subsequent breach or violation. 


 


(k)         Counterparts.
This Agreement may be executed in two or more separate counterparts, each of which
shall be an original, and all of which together shall constitute one and the same agreement.


 


(l)         Clawback
of Benefits. The Corporation may (i) cause the cancellation of the
RSUs, (ii) require reimbursement of any benefit conferred under the RSUs to the Recipient or Beneficiary, and (iii) effect any
other right of recoupment of equity or other compensation provided under the Plan or otherwise in accordance with any Corporation
policies that currently exist or that may from time to time be adopted or modified in the future by the Corporation and/or applicable
law (each, a “Clawback Policy”).
In addition, the Recipient may be required to repay to the Corporation certain previously paid compensation, whether provided
under the Plan or an Award Agreement or otherwise, in accordance with any Clawback Policy. By accepting this Award, the Recipient
agrees to be bound by any existing or future Clawback Policy adopted by the Corporation, or any amendments that may from time
to time be made to the Clawback Policy in the future by the Corporation in its discretion (including without limitation any Clawback
Policy adopted or amended to comply with applicable laws or stock exchange requirements) and further agrees that all of the Recipient’s
Award Agreements (and/or awards issued under the Prior Plan) may be unilaterally amended by the Corporation, without the Recipient’s
consent, to the extent that the Corporation in its discretion determines to be necessary or appropriate to comply with any Clawback
Policy.


 




    	 		 



     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the _______ day of __________, 201_.


 


	 	COMPANY:
	 	VBI VACCINES INC.
	 	 	 
	 	By:	           
	 	Name:	
	 	Title:	


 


The
Recipient acknowledges receipt of a copy of the Plan and represents that he or she has reviewed the provisions of the Plan and
this Agreement in their entirety, is familiar with and understands their terms and provisions, and hereby accepts this RSU award
subject to all of the terms and provisions of the Plan and the Agreement. The Recipient further represents that he or she has
had an opportunity to obtain the advice of counsel prior to executing this Agreement.


 


	Dated:	 	 	RECIPIENT:
	 	 	 
	 	 	 


 




    	 		 



     


    

 


ISRAELI
ADDENDUM 


 


VBI
VACCINES INC.


 


Restricted
share unit AGREEMENT UNDER


THE
INCENTIVE PLAN


 


	1.	Purpose
    of the Addendum. This Israeli Addendum (“Israeli Addendum”) to the Restricted Share Unit Agreement
    (the “Agreement”) shall form an integral part of the Agreement, and shall apply only to Israeli Participants
    of the VBI VACCINES INC. Amended Incentive Plan who are granted RSUs pursuant to the Israeli Addendum thereto. The VBI VACCINES
    INC. Amended Incentive Plan and the Israeli Addendum thereto shall be jointly referred hereunder as the “Plan”.
    
	 	 
	 	This
    Israeli Addendum modifies the Agreement so that it shall comply with the requirements of Section 102 and the Rules.
	 	 
	 	The
    Agreement and this Israeli Addendum are complimentary to each other and shall be read and deemed as one. Any requirements
    provided in this Israeli Addendum shall be in addition to the requirements provided in the Agreement and the Plan. In the
    event of a conflict, whether explicit or implied, between the provisions of the Plan or the Agreement and this Israeli Addendum,
    the latter shall govern and prevail.
	 	 
	2.	Definitions.
                                         Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
                                         meaning in this Israeli Addendum.
	 	 
	3.	Grant
                                         of RSUs.



 


	 	3.1.	Subject
    to the terms and conditions set forth herein, in the Plan and in the Agreement, and further subject to and conditioned upon
    the submission for approval and qualification of the Plan and the Trustee pursuant to Section 102, the Corporation shall issue
    to the Trustee (as defined below), for the benefit of the Recipient named in the Agreement, the RSUs qualified as “Capital
    Gain Grant Through a Trustee”, for the number of Shares set forth in the Agreement (the “Shares”)
    and under the terms therein. 
	 	 	 
	 	3.2.	The
    Plan, as approved by the Company for use by the Company, is intended to qualify as an Employee Option Plan within the meaning
    of Section 102. The grant of the RSUs is made pursuant and subject to: (a) Section 102 and any tax officer’s approval
    issued pursuant thereto; and (b) the Trust Agreement (as defined below). 
	 	 	 
	 	3.3.	In
    the event of a conflict between the Plan, the Agreement or this Israeli Addendum and any provision of Section 102, any tax
    officer’s approval issued in connection therewith, the Trust Agreement or any applicable law, the latter shall govern
    and prevail.
	 	 	 
	 	3.4.	The
    provisions in the Plan and the Agreement relating specifically to the tax status of RSUs granted in the U.S shall not apply
    to RSUs granted under this Israeli Addendum. 


 


	4.	Issuance
                                         to Trustee and Lock-up Period.



 


	 	4.1.	Issuance
    to Trustee. The Corporation appointed a trustee, in accordance with the provisions of Section 102 (the “Trustee”)
    and has entered into a written agreement, which sets forth the terms and conditions of the trust in accordance with the provisions
    of Section 102 (the “Trust Agreement”) with the Trustee. Under the conditions of Section 102, the RSUs
    and any Shares to be delivered under the RSUs shall be issued to the Trustee and held in trust for the benefit of Recipient
    for the Lock-up Period, or, if applicable, a shorter period as approved by the tax authorities. 


 




    	 		 



     


    

 


	 	4.2.	Undertaking
    and Release. Recipient’s execution of this Israeli Addendum shall be deemed as the Recipient’s undertaking
    to exempt the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in
    relation with the Plan and any RSU, Share, Additional Right or other rights received by the Recipient in connection therewith.
	 	 	 
	 	4.3.	Lock-up
    Period. In order for the tax benefits of Section 102 to apply, during the Lock-up Period, neither the RSU nor the Shares
    delivered thereunder, as the case may be, may be sold or transferred (other than through a transfer by will or by operation
    of law), nor may they be the subject of an attachment or security interest, and no power of attorney or transfer deed shall
    be given in respect thereof prior to the payment of the tax liability. 
	 	 	 
	 	 	The
    Corporation shall provide the Trustee with a share certificate, representing the Shares, in the name of the Trustee, for the
    benefit of Recipient, and the Trustee will hold it until no sooner than the end of the Lock-up Period.
	 		 
	 	 	Notwithstanding
    the above, in the event the Recipient shall elect to release the RSUs and/or the Shares, as the case may be, prior to the
    expiration of the Lock-up Period, the sanctions under Section 102 shall apply to and shall be borne solely by the Recipient
	 	 	 
	 	4.4.	End
    of Lock-up Period. Upon conclusion of the Lock-up Period and subject to the provisions of the Plan, the Agreement and
    this Israeli Addendum, the Trustee may release the RSUs and/or the Shares delivered thereunder to Recipient only after (i)
    the receipt by the Trustee of an acknowledgment from the Income Tax Authority that Recipient has paid any applicable tax due
    pursuant to Section 102 and the Tax Ordinance, or (ii) the Company or the Trustee withholds any applicable tax due pursuant
    to Section 102 and the Tax Ordinance. 
	 	 	 
	 	4.5.	Additional
    Rights. In the event of a distribution of rights, including an issuance of bonus shares, in connection with the RSUs and/or
    Shares delivered thereunder (the “Additional Rights”), all such Additional Rights shall be deposited with
    and/or issued to the Trustee for the benefit of the Recipient, and shall be held by the Trustee and treated in accordance
    with the provisions of Section 102.
	 	 	 
	 	4.6.	Notification
    to Trustee. The Company will notify the Trustee of any delivery of Shares. If such notification is delivered during the
    Lock-up Period, the Shares shall be issued directly to the Trustee on behalf of the Recipient, and shall be held by the Trustee
    in trust on behalf of the Recipient, unless the Recipient elects to receive the Shares directly to his possession, pursuant
    to which the sanctions under Section 102 shall apply and shall be borne solely by the Recipient. In the event such notification
    is delivered after the conclusion of the Lock-up Period, the Shares shall be transferred either to the Trustee or to Recipient
    directly, at the election of Recipient; provided, however, that in the event the Recipient elects to receive the Shares
    directly to his possession, the transfer thereof shall be subject to the payment of the tax liability by the Recipient. 
	 	 	 
	 	4.7.	Voting
    of Shares. Subject to the provisions of Section 102, so long as the Trustee holds the Shares in trust for the benefit
    of the Recipient, the Trustee shall not use the voting rights vested in such Shares, and shall not exercise such rights in
    any way whatsoever. In the event the right to vote such Shares is held by the Trustee pursuant to Section 102, then upon the
    delivery of any Share the Trustee shall execute a voting proxy in such form as may be prescribed by the Board, subject to
    the provisions of Section 102. 


 




    	 		 



     


    

 


	5.	Tax
                                         Consequences.



 


	 	5.1.	By
    accepting the grant of the RSUs, the Recipient acknowledges and agrees that any and all taxes, fees and other liabilities
    (as may apply from time to time) in connection with the grant and/or delivery and/or release of the RSUs and the delivery
    and/or sale and/or release of Shares issued thereunder and/or any other event or act of the Recipient, the Corporation, its
    Affiliates, the Corporation’s Israeli resident subsidiary that engages the Recipient (if applicable) or the Trustee,
    shall be borne solely by the Recipient, and Recipient will be solely liable for all such taxes, fees and other liabilities.
    The Corporation or its Israeli resident subsidiary that engages the Recipient (if applicable) and/or the Trustee shall withhold
    taxes according to the requirements under Section 102 and any applicable laws, rules, and regulations, including withholding
    taxes at source. Furthermore, by executing this Agreement the Recipient hereby agrees to indemnify the Corporation, its Israeli
    resident subsidiary that engages the Recipient (if applicable) and the Trustee and hold them harmless against and from any
    and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the
    necessity to withhold, or to have withheld, any such tax from any payment made to the Recipient.
	 	 	 
	 	 	Except
    as otherwise required by law, the Corporation shall not be obligated to honor any RSU and/or the sale of any Shares by or
    on behalf of an Recipient and may refuse to deliver Shares, until all tax consequences (if any) arising therefrom are resolved
    in a manner reasonably acceptable to the Corporation.
	 	 	 
	 	5.2.	Legal
    and Tax Consultation. The Recipient acknowledges that the Corporation has advised the Recipient to consult an independent
    tax advisor with respect to legal and tax consequences of the RSUs, and the Recipient has consulted with any legal or tax
    advisors that the Recipient deems necessary. Recipient acknowledges that he is not relying on the Corporation, any Affiliate
    thereof or the Trustee for any legal or tax advice, and that the Corporation any Affiliate thereof and the Trustee shall not
    be deemed to have provided any legal or tax advice to Recipient with respect to the RSUs.


 


	6.	Recipient’s
                                         Representations Under Section 102; Indemnification. By accepting the grant of
                                         the RSUs, the Recipient represents and confirms that: (i) Recipient is familiar with
                                         the terms and provisions of Section 102, and in particular 102 (b)(3)- capital gain
                                         route and hereby accepts the RSUs granted hereunder subject to all of the terms and
                                         provisions of Section 102 and the Trust Agreement and any tax ruling which may be obtained
                                         by the Corporation, applying the provisions of Section 102(b) of the Tax Ordinance to
                                         the Plan; (ii) Recipient wishes that all issuances of RSUs and/or Shares under the Plan
                                         be deposited with the Trustee and designate such deposit with the Trustee selected by
                                         the Corporation, who shall hold such RSUs and/or Shares in accordance with the provisions
                                         of Section 102 of the Tax Ordinance; (iii) in the event any Additional Rights shall be
                                         distributed with respect to the RSUs and/or the Shares, such Additional Rights shall
                                         be deposited with the Trustee who shall be responsible for the withholding of the applicable
                                         tax thereon and delivery of the same to the tax authorities, and shall also be subject
                                         to the provisions of Section 102, including the Lock-up Period; (iv) Recipient shall
                                         not sell nor transfer from the Trustee the RSUs, Shares or any Additional Right distributed
                                         to him in connection therewith, until the end of the Lock-up Period, except that if Recipient
                                         chooses to sell or transfer from the Trustee the RSUs and/or Shares prior to the end
                                         of the Lock-Up Period, Recipient shall reimburse the Corporation or any of its Affiliates
                                         upon its first demand for any tax or any other, levy or expense that the Corporation
                                         or, if applicable, its Affiliate, shall bear as a result of such sale or withdrawal,
                                         including but not limited to, the employer portion of payment to social security (“Bituach
                                         Leumi”) plus linkage and interest in accordance with the law, and any such amount
                                         shall be deemed a debt of the Recipient to the Corporation (or its Affiliate), which
                                         may be deducted or set off from any amounts payable to the Recipient, and the RSUs and/or
                                         Shares will not be released until such time as all taxes have been paid; (v) Recipient
                                         will notify the Trustee in writing in the event that it wishes to remove the RSUs and/or
                                         Shares from the possession of the Trustee. Prior to receiving the RSUs and/or Shares
                                         from the Trustee, the Trustee will deduct tax at a rate applicable in accordance with
                                         the Ordinance; (vi) the Trustee shall not be liable for any action or omission taken
                                         on its part in connection with the Plan, this Agreement and the Trust Agreement, provided
                                         that the Trustee acted reasonably and in good faith; and (vii) Recipient shall be liable
                                         to indemnify the Trustee with respect to any loss, damage or expense caused to the Trustee
                                         as a result of or in consequence of performance of its duties as a Trustee, unless arising
                                         out of the Trustee’s own fraud or bad faith.



 




    	 		 



     


    

 


	7.	Recipient
                                         hereby further acknowledges and agrees that: (i) the Plan and the grant of the RSUs under
                                         the Plan is discretionary in nature and occasional, and does not create any contractual
                                         or other right to receive future grants of RSUs and/or Shares, or benefits in lieu of
                                         the RSUs even if RSUs and/or Shares have been granted repeatedly in the past; (ii) Recipient’s
                                         participation in the Plan is voluntary; (iii) the value of the RSUs and/or Shares is
                                         an extraordinary item of compensation, which is outside the scope of Recipient’s
                                         employment agreement, if any. The RSUs and/or Shares are not part of normal or expected
                                         compensation or salary for any purpose, including, but not limited to, calculating any
                                         social benefits, severance, end of service payments, bonuses, long-service awards, pension
                                         or similar payments; (iv) the future value of the RSUs and/or Shares granted under the
                                         Plan is unknown and cannot be predicted with certainty, and the Corporation makes no
                                         express or implied promise about the financial gain or loss to be achieved through participation
                                         in the Plan; (v) Recipient’s engagement with the Corporation or any Affiliate of
                                         the Corporation may be terminated at any time, with or without cause, by the Corporation
                                         or any Affiliate of the Corporation and neither the Plan nor the grant of RSUs and/or
                                         Shares shall obligate the Corporation or any Affiliate thereof to engage Recipient for
                                         any particular length of time nor confer any right with respect to continuing the Recipient’s
                                         status as an Employee.



 


	8.	Data
                                         Privacy



 


The
Corporation will collect, process, use and deliver personal data of Recipient for the purpose of executing and managing the Plan
and the exercise of your rights thereunder, as well as for any other aspect required in connection with your employment with the
Company.


 


By
accepting the grant of RSUs and participating in the Plan, Recipient hereby expressly: (i) authorizes the Corporation, any Affiliate
thereof, the Trustee and any agent of the Corporation administering the Plan or providing Plan recordkeeping services, to disclose
to the Corporation, to any Affiliate thereof, to the Trustee or to any such agent such information and data as shall be requested
in order to facilitate the grant of RSUs and/or Shares and the administration of the Plan; (ii) waives any data privacy rights
he may have with respect to such information; and (iii) authorizes the Corporation, any Affiliate thereof, the Trustee and any
such agent to store and transmit such information in electronic form; and (iv) approves and consents, in any case, for the transfer
of information, its storage and usage outside of Israel and this for the purposes listed above.


 


Please
note that providing such data is not required under law and it is subjected to your sole consideration. You are free to decide
whether you want to grant or deny your consent. If you decide to deny your consent then no further action is required. Please
understand, in this case the Corporation would not be able to comply with the legal requirements associated with the participation
in the Plan, and as a consequence you will not be able to participate in the Plan.


 


Recipient
acknowledges receipt of a copy of the VBI VACCINES INC. Amended Incentive Plan and the Israeli Addendum thereto, the Restricted
share unit Agreement and the Trust Agreement and represents that he is familiar with the terms and provisions thereof, and hereby
accepts this grant of RSUs subject to all of the terms and provisions thereof. Recipient has reviewed the Plan the Agreement and
this Israeli Addendum in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Israeli
Addendum and fully understands all provisions of the RSUs. 


 


	Recipient:	 	VBI
    VACCINES INC.
	 	 	 
		 	
	Signature	 	By
	 	 	 
		 	
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    Name	 	Title
	 	 	 
	 	 	 
	Residence
    Address