Exhibit 10.7


 


Neogames S.à r.l. - 2015 Option
Plan (Amended 2019)


 


1.            Name.
This plan, as adopted by the board of directors of Neogames S.à r.l., a Luxembourg private limited liability company (société
 à responsabilité limitée), having its registered office at 64, rue Principale, L-5367 Schuttrange, Luxembourg,
Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B186309 and whose share
capital amounts to EUR 12,500 represented by 125,000,000 shares with no par value (the “Company”) on January 29,
2015, and as amended from time to time, shall be known as the “Neogames S.a.r.l 2015 Option Plan” (the “Plan”).


 


2.            Purpose
of the Plan. The purposes of this Plan are to enable the Company to link the compensation and benefits of individuals and entities
providing services to the Company and/or its Affiliates with the success of the Company and with long-term shareholder value.


 


3.            Headings
and Definitions


 


3.1.         The
section headings are intended solely for the reader’s convenience and in no event shall they constitute a basis for the interpretation
of the Plan.


 


3.2.         In
this Plan, the following terms shall have the meanings set forth beside them:


 


	"Affiliate"	
        Corporate entities controlled, directly
        or indirectly, by the Company. For the purposes of this definition, “control” means the possession, directly or indirectly,
        of the power to direct or cause the direction of the management and policies of that corporate entity, whether through ownership
        of voting securities or by contract or otherwise. For the elimination of doubt and without derogating from the generality of the
        forgoing, the holding of 50% or more of the share capital of a person or the right to appoint 50% or more of its directors shall
        be deemed to constitute control;

         

	"Applicable Law"	
        The legal requirements applicable to the
        administration of option plans, any applicable laws, rules and regulations of any country or jurisdiction where Options are
        granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time including any Stock
        Exchange rules or regulations;

         

	 “Board”	
        The Company’s board of directors,
        or, subject to Applicable Law and the Company's incorporation documents, including the articles of association, any committee empowered
        by the Board for the purpose of implementation of this Plan (or any aspect thereof);

         




 






     


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	“Cause”	
        Irrespective of any definition included
        in any other document held by a Participant and unless otherwise determined by the Board in the Participant’s Option Agreement,
        the term Cause shall include any of the following-

         

        (a) A breach of any material provision
        of the employment or engagement agreement between the Company or an Affiliate and a Participant, including but not limited to,
        a breach of any confidentiality duty of a Participant (including in regards to the confidentiality of this Plan and any grant made
        thereunder), inappropriate use of confidential information of the Company or an Affiliate or an event of breach of trust or breach
        of any non-competition obligation of a Participant;

         

        (b) Any act which constitutes a breach
        of a Participant’s fiduciary duty towards the Company or an Affiliate, including without limitation disclosure of confidential
        information of the Company or an Affiliate and 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
        an Affiliate does business with;

         

        (c) Any act of fraud by a Participant
        or embezzlement of funds of the Company or an Affiliate;

         

        (d) Any conduct or omission by, or
        state of affairs related to, the Participant reasonably determined by the Board to be materially detrimental to, or against the
        interests of, the Company or an Affiliate;

         

        (e) Any conviction of any felony involving
        moral turpitude or affecting the Company or an Affiliate;

         

        (f) Circumstances justifying the revocation
        and/or reduction of a Participant’s entitlement to severance pay under Applicable Law; or

         

        (g) Any other reason which is defined
        as Cause in the Participant’s personal employment contract;

         

        For the avoidance of doubt it is clarified
        that the determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Board and shall
        be final and binding on the Participant;

         

	"Company"	
        Neogames S.a.r.l, a company incorporated
        under the laws of the grand Duchy of Luxembourg, or any Successor Company resulting from the merger or consolidation of the Company
        in which the Company is not the surviving entity, or any company which assumes the Plan within any M&A Transaction or Structural
        Change;

         

	“Consultant”	
        Shall mean any person or entity, except
        an Employee, engaged by the Company or an Affiliate, in order to render services to such company, including any individual engaged
        by an entity providing services to the Company or an Affiliate as aforementioned;

         




 






     


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	“Employee”	
        Shall mean any person, who has signed an
        employment agreement and has commenced employment with the Company or any Affiliate, or anyone who is on the payroll of such company
        and specifically excluding anyone who may under Applicable Law be deemed an employee of the Company or an Affiliate if an employment
        agreement was not signed and he is not on the payroll of such company;

         

	“Exercise Price”	
        Shall mean the consideration required to
        be paid by a Participant in order to exercise an Option and to purchase one Share;

         

	“Expiration Date”	
        With respect to an Option, the earlier
        of (i) the time such Option is fully exercised, or (ii) ten (10) years from the Grant Date of such Option, or (ii) the
        time on which such Option expires in accordance with Sections 9 and 11 below;

         

	
        “Fair Market Value”

         
	
        Shall mean, as of any date, the value of
        an ordinary share of the Company determined as follows:

         

        (i) If the ordinary shares are listed
        on any recognized Stock Exchange, the Fair Market Value shall be the closing sales price for such ordinary shares (or the closing
        bid, if no sales were reported), as quoted on such Stock Exchange for the last market trading day prior to the time of determination;

         

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

         

        (iii) In the absence of any of the
        above, the Fair Market Value thereof shall be as determined in good faith by the Board of Directors of the Company.

         

	"Grant Date"	
        The date of the Board resolution approving
        the grant of the Options, unless otherwise determined by the Board;

         

	“Option”	
        An option to purchase one Share, granted
        to a Participant, subject to the provisions of this Plan and the applicable Option Agreement;

         

	“Option Agreement”	
        A written agreement between the Company
        and a Participant or a notice provided by the Company setting forth the terms and conditions under which Options are granted to
        a Participant;

         

	“Participant”	
        Shall mean anyone to which an Option was
        granted in accordance with section 5 of the Plan;

         

	“Plan”	
        Shall mean this Neogames S.a.r.l 2015 Option
        Plan, including any amendments thereto;

        




 






     


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	“Share”	
        An ordinary share of the Company, [par
        value 0.0001 Euro], which is issued or issuable to a Participant upon exercise of an Option;

         

	
        "Spin-off Transaction"

         
	
        Any transaction in which assets of the
        Company are transferred or sold to a company or corporate entity in which the shareholders of the Company hold the same respective
        ownership stakes they are then holding in the Company [i.e. – transfer of assets to a 'sister company' of the Company];

         

	
        “Stock Exchange”

         
	
        Any stock exchange, on which ordinary shares
        of the Company are listed, or such other market or a national market system, on which the Company’s ordinary shares’
        prices are regularly quoted;

         

	
        "Structural Change"

         
	
        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;

         

	“M&A Transaction”	
        Any of the following (yet excluding any Structural Change or
        Spin-off Transaction):

        (a) A sale of all or substantially all the assets of the
        Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries
        of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary
        or subsidiaries;

        (b) A merger of the Company with or into another entity,
        including a reverse triangular merger; or

        (c) A sale of more than 50% of the issued and outstanding
        share capital of the Company to a third party unrelated to persons or entities who are shareholders of the Company immediately
        prior to the adoption of this plan, whether by a single transaction or a series of related transactions which occur over a period
        of time or within the scope of the same acquisition agreement or related acquisition agreements;

         

	“Successor Company”	
        Shall mean any entity with or 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;

         

	“Tax”	
        Any applicable tax and other compulsory
        payments such as social security and health tax contributions required to be paid under any applicable law in relation to the Options
        or the rights deriving there-from;

        




 






     


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        “Termination”

         
	
        For an Employee, the termination of employment,
        and for a Consultant, the expiration, or termination of such person’s consulting or advisory relationship with the Company
        or an Affiliate, or the occurrence of any termination event as set forth in such person’s Option Agreement;

         

        For the purpose of this plan the following
        shall not be considered as Termination (i) for an Employee – paid vacation, sick leave, paid maternity leave, infant
        care leave, medical emergency leave, military reserve duty, or any other leave of absence authorized in writing by the Board; and
        (ii) for a Consultant- any temporary interruption in such person’s availability to provide services to the Company and/or
        an Affiliate, which has been authorized in writing by Board;

         

        Termination shall not include any transfer
        of a Participant between the Company and any Affiliate or between Affiliates, nor shall it include any change in a Participant's
        engagement status between an "Employee" and "Consultant" and vice versa (without derogating the different tax
        implications that may result from such change of status);

         

	“Termination Date”	
        With regard to any Employee, the first
        date following the Grant Date on which there are no longer employment relations between such Employee and the Company or an Affiliate,
        for any reason whatsoever; however for the purpose of Termination for Cause, the Termination Date is the date on which a notice
        regarding such termination was sent by the Company or an Affiliate to the Employee;

         

        With regard to any Consultant, the earlier
        of (i) the date of termination of the agreement between the Consultant and the Company or an Affiliate; or (ii) the date
        on which a notice regarding such termination of agreement was sent by the Company or an Affiliate, or by the Consultant, to the
        other party;

         

	"Transfer"	
        With respect of any Option or Share –
        the sale, assignment, transfer, pledge, mortgage or other disposition thereof or the grant of any right to a third party thereto;

         

	“Vesting Date”	
        The date upon which the Option becomes
        exercisable and set forth in the Option Agreement.

        



 






     


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4.           Administration
of the Plan


 


4.1.         The
Board shall have the power to administer the Plan.


 


4.2.         Subject
to the provisions of the Plan, applicable law and the Company's incorporation documents, the Board shall have the authority, at
its discretion: (i) to grant Options to Participants; (ii) to determine the terms and provisions of each Option granted
(which need not be identical), including, but not limited to, the number of Options to be granted to each Participant, provisions
concerning the time and the extent to which the Options may be exercised, the underlying Shares sold and the nature and duration
of restrictions as to the Transferability of Options and/or Shares; (iii) to amend, modify or supplement (with the consent
of the applicable Participant, if such amendments adversely affect the terms of his Options) the terms of each outstanding Option,
unless included otherwise under the terms of the Plan; (iv) to interpret the Plan; (v) to prescribe, amend, and rescind
rules and regulations relating to the Plan, including the form of Option Agreements and rules governing the grant of
Options in jurisdictions in which the Company or any Affiliate operate; (vi) to authorize conversion or substitution under
the Plan of any or all Options or Shares and to cancel or suspend Options, as necessary, provided that, unless consent is received
from the Participants, the interests of the Participants are not materially harmed; (vii) to accelerate or defer (with the
consent of the Participant) the right of a Participant to exercise in whole or in part, any previously granted Options; (viii) to
authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously
granted by the Board; and (ix) to make all other determinations deemed necessary or advisable for the administration of the
Plan.


 


4.3.         This
Plan shall apply to grants of Options made following the adoption of this Plan by the Board.


 


4.4.         All
decisions, determinations, and interpretations of the Board shall be final and binding on all Participants unless otherwise determined
by the Board.


 


5.            Eligibility.
Options may be granted to Employees or Consultants, provided that if services have not commenced, the grant will be made subject
to commencement of actual services.


 


6.            Shares
Issuance upon Exercise of Options. Notwithstanding anything herein or in the Option Agreement to the contrary, the issuance
of any Share upon the exercise of an Option is subject to the approval of the shareholders of the Company in accordance with the
Articles of Association of the Company and any applicable law.


 


7.            Options


 


7.1.         Grant


 


7.1.1.            The
Board may grant Options from time to time at their sole discretion. The Options granted pursuant to the Plan, shall be evidenced
by a written Option Agreement. Each Option Agreement shall state, among other matters, the number of Options granted, the Vesting
Dates, the Exercise Price, the tax route and such other terms and conditions as the Board at its discretion may prescribe, provided
that they are consistent with this Plan.


 


7.2.         Vesting.


 


7.2.1            The
Board shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine
the number of Options that will vest. The Board may set vesting criteria based upon continued engagement with the Company or any
Affiliate or based upon both continued engagement and the achievement of Company-wide, business unit, or individual goals , or
any other condition as determined by the Board in its discretion. The vesting conditions and schedule shall be set in the applicable
Option Agreement. No Option shall be exercised after the Expiration Date. The vesting provisions of individual Options may vary.


 






     


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7.2.2            Unless
determined otherwise by the Board, the vesting of the Options shall be postponed during any un-paid leave of absence. Upon return
to service, the vesting shall continue and each of the remaining Vesting Dates shall be postponed by the number of days of such
period of un-paid leave (i.e. shifting the entire remaining vesting schedule and extending it by the number of unpaid leave days).
Despite the aforementioned, the following shall not postpone the vesting of the Options: paid vacation, sick leave, paid maternity
leave, infant care leave, medical emergency leave, military reserve duty. )


 


7.2.3            The
vesting of the options shall continue upon any transfer of a Participant between the Company and any Affiliate or between Affiliates.


 


7.3.          An
Option may be subject to such other terms and conditions, not inconsistent with the Plan, on the time or times when it may be
exercised as the Board may deem appropriate.


 


7.4.          Exercise
of Options


 


7.4.1.           An
Option shall be exercised by submission to the Company of a notice of exercise, in a form set by the Company, accompanied by payment
as hereinafter described. The exercise of an Option shall occur upon receipt of a notice of exercise by the Company accompanied
by payment in full of the Exercise Price payable for each of the Shares being purchased pursuant to such exercise, and as soon
as practicable thereafter, and subject to the provisions of section 8.3 below, the Company will issue the Share(s) underlying
such exercised Option, provided that the Shares so issued shall not be delivered to the Participant or any third party unless
and until all applicable Tax was paid to the Company’s full satisfaction and subject to compliance with Applicable Law.


 


7.4.2.            Except
as otherwise provided in the Plan or in an Option Agreement, an Option may be exercised in full or in part, subject to the Expiration
Date provided it is not exercised for a fraction of a Share, as further detailed in section 8.3 below.


 


7.4.3.           Notices
of exercise of Options, which are submitted after the Expiration Date or which relate to Options that have not yet vested, or
which relate to Options that have not yet vested, or which do not contain all of the details required by the exercise form, shall
not be accepted and shall have no force whatsoever.


 


7.4.4.           The
Participant shall sign any document required under any Applicable Law or by the Company for the purposes of issuance of the Shares.


 


7.4.5.           As
a condition to the exercise of an Option, the Company may require the person exercising such Option 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 if, in the opinion of counsel for the Company, such a representation is required.


 






     


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7.5.          Consideration.


 


7.5.1.           The
Exercise Price of each Share subject to an Option shall be determined by the Board in its sole and absolute discretion in accordance
with Applicable Law, subject to any guidelines as may be determined by the Board from time to time. Each Option Agreement will
contain the Exercise Price determined for each Option covered thereby. The Exercise Price may or may not be equal to the Fair
Market Value of the ordinary Shares of the Company, and any evaluation executed in relation to such shares shall not obligate
the Company when determining the Exercise Price of any Option.


 


7.5.2.           The
Exercise Price shall be paid in cash or cheque at the time the Option is exercised, or by any other means as determined by the
Board. Should the Company's ordinary shares be listed for trade on a Stock Exchange the Board may consider allowing a cashless
exercise, or any other exercise method, subject to the provisions of Applicable Law. If, as of the date of exercise of an Option
the Company is then permitting cashless exercises, the Participants will be able to engage in a “same-day sale” cashless
brokered exercise program, involving one or more brokers, through such a program that complies with the Applicable Laws and that
ensures prompt delivery to the Company of the amount required to pay the Exercise Price and any Tax.


 


7.5.3.           The
Exercise Price shall be denominated in the currency of the primary economic environment of the Company (that is the functional
currency of the Company).


 


8.             Terms
and Conditions of the Options. Options granted under the Plan shall be evidenced by the related Option Agreement and shall
be subject to the following terms and conditions and to such other terms and conditions included in the Option Agreement not inconsistent
therewith, as the Board shall determine:


 


8.1.          Non
Transferability of Options. Unless otherwise determined by the Board, an Option shall not be Transferable by the Participant
other than in accordance with section 9.2.1.2 below. Options or rights arising therefrom shall not be subject to mortgage, attachment
or other willful encumbrance, and no power of attorney shall be issued in respect thereof, whether such enter into force immediately
or at a future date.


 


8.2.          One
Time Benefit. The Options and underlying Shares are extraordinary, one-time benefits granted to the Participants, and are not
and shall not be deemed a salary component for any purpose whatsoever, including in connection with calculating severance compensation
under any Applicable Law.


 


8.3.          Fractions.
An Option may not be converted into a fraction of a Share. In lieu of issuing fractional Shares, on the vesting of a fraction of
an Option, the Company shall convert any such fraction of an Option, which represents a right to receive 0.5 or more of a Share,
to one Share and shall extinguish any such fraction of an Option, which represents a right to receive less than 0.5 of a Share
without issuing any Shares.


 


8.4.          Term.
No full or partial exercise of an Option shall be carried out following the Expiration Date of such Option.


 


9.             Termination
of Employment or Engagement.


 


9.1.          Unvested
Options. Unless otherwise determined by the Board, in the case of Termination, any Option or portion thereof that was not vested
as of the Termination Date shall immediately expire on the Termination Date.


 






     


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9.2.          Vested
Options


 


9.2.1.       Termination
other than for Cause.


 


9.2.1.1.            Unless
otherwise determined by the Board, in the case of Termination other than for Cause, any Option or portion thereof that is vested
as of the Termination Date may be exercised, but only within such period (subject, however, to the provisions of section 11 below
concerning early expiration or other treatment upon certain events) of time ending on the earlier of (i) thirty (30) days
following the Termination Date, or (ii) the Expiration Date, but only to the extent to which such Option was exercisable at
the time of the Termination Date. If, after the Termination Date, the Participant does not exercise his or her Option within the
time specified above or in the Option Agreement, the Option shall expire.


 


9.2.1.2.            Unless
otherwise determined by the Board, in the event of (i) Termination as a result of the Participant’s death or disability
or (ii) the Participant dies within the period stated in section 9.2.1.1, then the Option may be exercised (to the extent
exercisable as of the date of death) by the Participant in the event of disability, the Participant’s legal guardian, the
Participant’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance (the “Assignees”),
but only within the period (subject, however, to the provisions of section 11 below concerning early expiration or other treatment
upon certain events) ending on the earlier of (1) the date twelve (12) months following the date of death or the Termination
Date due to disability (as the case may be) (or such longer or shorter period specified in the Option Agreement) or (2) the
Expiration Date. If, after death or termination due to disability (as the case may be), the Option is not exercised within the
time specified herein, the Option shall expire. The Transfer of Options to any Assignee shall be subject to the provision of a
written notice to the Company and to the execution by the Assignee of any documents required by the Company. All of the terms of
any Option, whether in this Plan, the Option Agreement and/or any other document in respect of such Option, shall be binding upon
the Assignees.


 


9.2.1.3.            If
the exercise of an Option following the Termination Date or death would be prohibited at any time solely because the issuance of
Shares would violate requirements of any Applicable Law,, then the Option shall expire: (i) in the event of a Termination
- at the end of a period of thirty (30) days in the aggregate, or (ii) in the event of death - at the end of a period of twelve
(12) months in the aggregate, during which the exercise of the Option would not be in violation of such requirements.


 


9.2.1.4.            It
is clarified that during such periods following the Termination Date the Participant's entitlement to Options shall not continue
to vest.


 


9.2.1.5.            The
Board shall have the sole authority to extend the exercise periods detailed in sections 9.2.1.1 – 9.2.1.3 above at its sole
discretion.


 


9.2.2.       Termination
for Cause. If a Participant’s employment or engagement with the Company is terminated for Cause, any Option or portion
thereof that has not been exercised as of the Termination Date shall immediately expire on the Termination Date.


 


9.3.          No
Participant shall be entitled to claim against the Company that he or she was prevented from continuing to vest Options as of
the Termination Date. Such Participant shall not be entitled to any compensation in respect of the Options which would have vested
in his favor had such Participant’s employment or engagement with the Company not been terminated.


 






     


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10.           No
Right to Employment, Service, Options or Shares. The grant of an Option, the vesting of any Option or the issuance of a Share
under the Plan shall impose no obligation on the Company or an Affiliate to continue the employment of any Employee or the engagement
with any Consultant and shall not lessen or affect the Company's or an Affiliate's right to terminate the employment or service
relationship of such Participant at any time and/or for any or no reason with or without Cause, even if such Termination is immediately
prior to the vesting of any Option. No Participant or other person shall have any claim to be granted any Options or to the vesting
of any Options, whether expired immediately following grant or prior to vesting. There is no obligation for uniformity of treatment
of Participants, or holders or beneficiaries of Options and the terms and conditions of Options and the Board's determinations
and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants
are similarly situated).


 


Nothing contained in
the Plan shall prevent the Company from adopting, adjusting or continuing in effect compensation arrangements, which may, but need
not, provide for the grant of Options or Shares.


 


11.           Adjustments
to the Shares subject to the Plan


 


11.1.        Adjustment
Due to Change in Capital. If the ordinary shares of the Company shall at any time be changed or exchanged by distribution of
a share dividend (bonus shares), share split, combination or exchange of shares, recapitalization, or any other like event by or
of the Company, and as often as the same shall occur, then the number and class of the Shares underlying the Options subject to
the Plan and the Exercise Price of the Options shall be appropriately and equitably adjusted so as to maintain through such an
event the proportionate equity portion represented by the Options and the total Exercise Price of the Options, provided,
however, that no adjustment shall be made by reason of the distribution of subscription rights (rights offering) on outstanding
ordinary shares or other issuance of shares by the Company. Fractions of shares shall be dealt with in accordance with the provisions
of section 8.3 above. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible
into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise
Price of Shares underlying an Option.


 


11.2.        Adjustment
Due to a Structural Change. In the event of a Structural Change, the Shares underlying the Options subject to the Plan shall
be exchanged or converted into shares of the Company or Successor Company in accordance with the exchange effectuated in relation
to the ordinary shares of the Company, and the Exercise Price and quantity of shares underlying the Options shall be adjusted in
accordance with the terms of the Structural Change. The adjustments required shall be determined in good faith solely by the Board
and shall be subject to the receipt of any approval required, including any tax ruling, if necessary.


 


11.3.        Adjustment
Due to a Spin-Off Transaction. In the event of a Spin-Off Transaction, the Board may determine that the holders of Options
shall be entitled to receive equity in the new company formed as a result of the Spin-Off Transaction, in accordance with equity
granted to the ordinary shareholders of the Company within the Spin-Off Transaction, taking into account the terms of the Options,
including the vesting schedule and Exercise Price. The determination regarding the Participant's entitlement within the scope of
a Spin-Off Transaction shall be in the sole and absolute discretion of the Board.


 






     


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11.4.        M&A
Transaction.


 


11.4.1      Without
derogating from the Board’s general power under the Plan, in the event of any M&A Transaction, the Board shall be entitled
(but not obliged), at its sole discretion, to determine any of the following: (i) provide for an assumption or exchange of
Options and/or Shares for options and/or shares and/or other securities or rights of the Successor Company or parent or affiliate
thereof; and/or (ii) provide for an exchange of Options or Shares for a monetary compensation (including for avoidance of
doubt a cash-out of the Options for the net value (i.e., a cashless exercise)); and/or (iii) determine that any or all unvested
Options and un-exercised vested Options shall expire on the date of such M&A Transaction unless an exercise notice was submitted
prior to the M&A Transaction; and/or (iv) determine that the exchange, assumption, conversion or purchase detailed above
will be made subject to any payment or escrow arrangement, or any other arrangement determined within the scope of the M&A
Transaction in relation to other shares of the Company. In the case of assumption and/or substitution of Options, appropriate adjustments
shall be made so as to reflect such action and all other terms and conditions of the Option Agreements shall remain substantially
unchanged, including but not limited to the vesting schedule, all subject to the determination of the Board, which determination
shall be at its sole discretion and final. The grant of any substitutes for the Options and/or Shares to Participants further to
a M&A Transaction, as provided in this section, shall be considered as full compliance with the terms of this Plan. The value
of the exchanged Options and/or Shares pursuant to this section 11.4 shall be determined in good faith solely by the Board, based
among others on the Fair Market Value, and its decision shall be final and binding on all the Participants.


 


Unless determined otherwise
by the Board of Directors, and without derogating from the aforementioned, any Options not assumed or exchanged for options and/or
shares and/or other securities or rights or not cashed-out, shall expire immediately prior to the consummation of the M&A Transaction.


 


11.4.2      For
the purposes of this section 11.4, the mechanism for determining the assumption or exchange as aforementioned shall be as may be
agreed upon between the Board and the Successor Company.


 


11.4.3      Without
derogating from the above, in the event of a M&A Transaction the Board shall be entitled, at its sole discretion, to require
the Participants to exercise all vested Options within a set time period and sell all or any of their Shares (including any Shares
previously issued to the Participant in respect of any Options exercised by him or her) on the same terms and conditions as applicable
to the other shareholders selling their Company’s ordinary shares as part of the M&A Transaction. Each Participant acknowledges
and agrees that the Board shall be entitled to authorize any one of its members to sign share transfer deeds in customary form
in respect of the Shares held by such Participant and that such share transfer deed shall bind the Participant.


 


11.4.4      Despite
the aforementioned, if and when the method of treatment of Options within the scope of an M&A Transaction determined according
to the above will in the sole opinion of the Board prevent the M&A Transaction from occurring, or materially risk the M&A
Transaction, the Board may determine different treatment for different Options held by Participants such that not all Options will
be treated equally within the scope of the M&A Transaction.


 


11.4.5      In
the event in which the exercise price of the Options is higher than the per-share value of the shares of the Company in such an
M&A Transaction ("out-of-the-money options"), the Board shall be entitled to cancel and terminate such Options effective
upon consummation of the M&A Transaction without consideration.


 


11.4.6      In
the event in which the Options shall be cancelled upon the M&A Transaction, the Company shall provide notice to such Participants
in such manner as notice is provided regarding the M&A Transaction to any other shareholders of the Company not represented
in the Board. Such notice shall be sent to the last known address of the Participants according to the records of the Company.
The Company shall not be under any obligation to ensure that such notice was actually received by the Participants.


 






     


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11.4.7      It
is clarified that this section 11.4 shall apply inter alia in the event of several transactions which in the aggregate constitute
(or will constitute) an M&A Transaction in accordance with sub-section (c) of the definition of M&A Transaction, and
in each such transaction the Administrator shall have the full power and authority under this Section 11.4.


 


11.4.8      Notwithstanding
anything else to the contrary set out herein and in any Option Agreement, the Board shall have the right, at its absolute discretion
to accelerate the vesting of certain or all Options, to require Participants to exercise Options (or any part of them) into Shares,
including through a cash-less exercise mechanism, and/or require Participants to participate in any sale of Shares (by selling
any or all Shares issued in respect of such Participant's Options), or cash-out and cancel Options by way of cashless exercise
as part of: (i) an M&A Transaction, or (ii) a sale of all or part of the Company's shares by one or some of the shareholders
of the Company (including in case of sale of shares to another shareholder of the Company); in each case, under the same terms
applying to any such transaction (however not necessarily in a pro-rata amount), including the same price per share and same contingent
payment arrangement and indemnification arrangements. It being clarified that in case of a cashless exercise or cash-out of Options,
the Participants shall be entitled to receive for each Option held by them and cancelled by the Company, the difference between
the price per share payable at such transaction and the Exercise Price applicable for such Option (and in the event that the Exercise
Price of the Share underlying the Option equals to or exceeds the price per share at such transaction, the Board shall have a right
that such Options shall be cancelled for no consideration). The Board may, at its sole discretion, cancel any or all of the Options
which are not vested at the time of the consummation of any of the foregoing transactions.


 


11.5.        Liquidation.
In the event of the proposed dissolution or liquidation of the Company, all Options will expire immediately prior to the consummation
of such proposed action, unless otherwise provided by the Board.


 


11.6.        The
Participants shall execute any documents required by the Company or any Successor Company or parent of affiliate thereof in order
to affect any of the actions determined within the scope of this section 11. The failure to execute any such document may cause
the expiration and cancellation of any Option held by such Participant, as determined by the Board in its sole and absolute discretion.


 


11.7.        Any
adjustment according to this section shall be subject to the receipt of a tax ruling or approval from the tax authorities, if and
as necessary.


 


12.           Taxes
and Withholding Tax


 


12.1.        Any
Tax imposed in respect of the Options and/or Shares, including, but not limited to, in respect of the grant of Options, and/or
the exercise of Options into Shares, and/or the Transfer, waiver, or expiration of Options and/or Shares, and/or the sale of Shares,
shall be borne solely by the Participants, and in the event of death by their heirs or transferees. The Company, the Affiliates
or anyone on their behalf shall not be required to bear the aforementioned Taxes, directly or indirectly, nor shall they be required
to gross up such Tax in the Participants’ salaries or remuneration. The applicable Tax shall be deducted from the proceeds
of sale of Shares or shall be paid to the Company or an Affiliate by the Participants. Without derogating from the aforementioned,
the Company and Affiliate shall be entitled to withhold Taxes according to the requirements of any Applicable Laws, rules, and
regulations, and to deduct any Taxes from payments otherwise due to the Participant from the Company or an Affiliate (if applicable).


 






     


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12.2.        The
Company's obligation to deliver Shares upon exercise of an Option or to sell or transfer Shares is subject to payment (or provision
for payment satisfactory to the Board) by the Participant of all Taxes due by him under any Applicable Law.


 


12.3.        The
Participants shall indemnify the Company and/or the applicable Affiliate, immediately upon request, for any Tax (including interest
and/or fines of any type and/or linkage differentials in respect of Tax and/or withheld Tax) for which the Participant is liable
under any Applicable Law or under the Plan, and which was paid by the Company, the Affiliate, or which the Company or the Affiliate
are required to pay. The Company and the Affiliate may exercise such indemnification by deducting the amount subject to indemnification
from the Participants’ salaries or remunerations.


 


12.4.        For
avoidance of doubt it is clarified that the tax treatment of any Option granted under this Plan is not guaranteed and although
Options may be granted under a certain tax route, they may become subject to a different tax route in the future.


 


13.           Registration
of the Shares on a Stock Exchange


 


13.1.        Should
reorganization or certain other arrangements regarding the Company’s share capital be necessary prior to the registration
of the Company’s ordinary shares or their respective depositary receipts on a Stock Exchange, such arrangements or reorganization
may be also carried out in respect of the Participants and their Options and/or Shares.


 


13.2.        The
Participant acknowledges that in the event that the Company’s ordinary shares or their respective depositary receipts shall
be registered for trading in any Stock Exchange, or in the event of a private offering of shares, the Participant’s rights
to exercise their Options or sell the Shares may be subject to certain limitations (including a lock-up period), as will be requested
by the Company or its underwriters, and the Participant unconditionally agrees and accepts any such limitations.


 


13.3.        The
Company does not undertake to cause the ordinary shares or the Shares to be listed on a Stock Exchange, or that the registration
of the ordinary shares or the Shares for trade, if at all, shall take place within a certain period of time.


 


14.           The
Rights Attached to the Shares


 


14.1.        Equal
Rights. The Shares constitute part of the ordinary shares of the Company, and they shall have equal rights for all intents
and purposes as the rights attached to the ordinary shares of the Company, subject to the provisions of this Plan and any Option
Agreement. The Shares, being part of the ordinary shares of the Company, shall not be protected against dilution in any manner
whatsoever, unless otherwise determined by the Board. It is hereby clarified that the Shares shall not constitute a separate class
of shares, but shall be an integral part of the Company’s ordinary shares.


 


Any change of the Company’s
Articles of Association or any other incorporation document, which may change the rights attached to the Company’s ordinary
shares, shall also apply to the Shares, and the provisions hereof shall apply with the necessary modifications arising from any
such change.


 






     


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The grant of Options
and issuance of Shares under this Plan shall not restrict the Company in any way regarding future creation of additional and/or
other classes of shares, including classes of shares, which may in any manner be preferred over the currently existing ordinary
shares which are offered to Participants under this Plan. Subject to section 11.1 above, the grant of Options and Shares under
this Plan shall not entitle any Participant to receive any compensation in the event of any change of the Company’s capital.


 


14.2.        Dividend
Rights. No Participant shall have any rights to receive dividends in respect of the Shares underlying any outstanding Options,
until such Options are exercised into Shares and these Shares are issued to the Participant. Following the issuance of such Shares
by the Company, such Shares will entitle the Participant to receive any dividend, to which other holders of ordinary shares in
the Company are entitled.


 


14.3.            Transfer
and Sale of Shares. Despite any provision included in the Company's incorporation documents, Shares shall not be sold or transferred
prior to a M&A Transaction or an IPO, unless otherwise determined by the Board, other than by will or laws of descent and distribution.


 


14.4.        Bring
Along. For the avoidance of doubt it is clarified that as part of the ordinary shares of the Company, Shares issued upon exercise
of Options or in connection thereto shall be subject to any bring-along provision included in the incorporation documents of the
Company or any shareholders agreement or similar agreement(s) by which some or all holders of ordinary shares of the Company
are bound. Without derogating from the foregoing, the Board may require any or all Participants to sell any or all of his or her
Shares as part of an M&A Transaction or as part of any other transaction mentioned in Section 11.4.8 above, under the
same terms as the other shareholders of the Company.


 


14.5.        Voting
Rights. No Participant shall have any rights to vote in the Company’s meetings in respect of underlying Shares, until
such Shares are issued to the Participant. Following the issuance of such Shares by the Company, the Participant shall have the
same voting rights as other holders of ordinary shares in the Company. Notwithstanding the aforesaid, and unless determined otherwise
by the Board, as long as the Company’s ordinary shares are not traded on a Stock Exchange, any Shares issued upon the exercise
of an Option shall be voted by an irrevocable proxy, such proxy to be assigned to the person or persons designated by the Board.
The Participants will be required, as a condition to the receipt of the Options granted pursuant to this Plan and as a condition
to the issuance of any Shares, to sign such a proxy. Unless otherwise determined by the Board, the proxy will be transferred upon
any transfer of Shares unless such transfer occurs upon a M&A Transaction or upon or after an IPO of the Company.


 


		15.	Repurchase Right:



 


The following shall apply only
until the listing of the Company’s ordinary shares on a Stock Exchange, and if required shall be subject to the receipt of
any approval required by applicable law:


 


15.1.        Repurchase
in the case of Termination for Cause: In the event that the Participant’s employment or engagement with the Company or an
Affiliate is terminated for Cause, or if following Termination it is found that the Participant committed an act constituting
Cause, any Shares already issued to the Participant as a result of exercise of Options shall be returned to the Company upon request
of the latter for the lower of the original purchase price (the Exercise Price) and the then Fair Market Value of such Shares.


 






     


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15.2.        Repurchase
in the case of working for a competitor: The Company shall have the right to purchase, for the lower of the original purchase price
and the then Fair Market Value, any Shares already issued to a Participant, whose employment or engagement with the Company or
an Affiliate was terminated for any reason, in the event that after the Termination, such Participant will commence working or
providing services to a competitor of the Company or an Affiliate or to a subsidiary or affiliate of such competitor. For the purposes
of this Section, a “competitor” shall mean any person or entity that operates, conducts, or manages a business in the
field of the Company’s business. This restriction is limited to a time period of 2 years after the termination of employment.


 


15.3.        In
the event that the Board has determined that a Participant’s Shares shall be repurchased under any of the aforesaid sections
15.1-15.2, then the Participant shall be obliged to sell, any Shares that such Participant has received under the Plan, in accordance
with the instructions issued by the Board. The determination of the Board in this regard shall be final.


 


15.4.        If
the Company is not permitted under Applicable Law to repurchase Shares under sections 15.1-15.2, the Company may assign such right
under the Plan to the Company’s existing shareholders (save, for avoidance of doubt, for other Participants who hold Shares
resulting from the exercise of Options granted under the Plan or any other employee benefit plan).


 


16.           Changes
to the Plan. The Board shall be entitled, from time to time, to update and/or change the terms of this Plan, in whole or in
part, at its sole discretion, provided that in the Board’s opinion such a change shall not materially derogate from the rights
attached to the Options and/or Shares already granted under this Plan, unless mutually agreed otherwise between the Participant
and the Company. The Board shall be entitled to terminate this Plan at any time, provided that such termination shall not materially
affect the rights of Participants, to whom Options have already been granted.


 


17.           Effective
Date and Duration of the Plan


 


17.1.        The
Plan shall be effective as of the day it was adopted by the Board and shall terminate at the end of ten (10) years from such
day of adoption.


 


17.2.        The
Company shall obtain the approval of the Company’s shareholders for the adoption of this Plan or for any amendment to this
Plan, if shareholders’ approval is necessary or desirable to comply with any Applicable Law, including without limitation
the securities laws of jurisdictions applicable to Options granted to Participants under this Plan, or if shareholders’ approval
is required by any authority or by any governmental agency or by any national securities exchange, including without limitation
the US Securities and Exchange Commission.


 


17.3.        Termination
of the Plan shall not affect the Board’s ability to exercise the powers granted to it hereunder with respect to Options granted
under the Plan prior to the date of such termination.


 


18.           Successors
and Assigns. The Plan and any Option granted thereafter shall be binding on all successors and assignees of the Company and
a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.


 






     


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19.           Miscellaneous


 


19.1.        Notices.
Notices and requests regarding this Plan shall be sent in writing by registered mail or by courier to the addresses of the Company
and the Participant or by facsimile transmission (provided that written confirmation of receipt is provided) with a copy by mail,
as follows: if to the Company: at its principal offices; if to the Participant - to the Participant’s address, as registered
in the Company’s registries. Such notices shall be deemed received at the addressee as follows: if sent by registered mail
- within three (3) business days following their deposit for mailing at a post office located in the country of addressee,
or seven (7) business days following their deposit for mailing at a post office located outside the country of addressee,
and if hand-delivered or sent by facsimile with confirmation of receipt - on the day of delivery (or refusal to receive).


 


19.2.        This
Plan (together with the applicable Option Agreement(s) entered into with any Participant) constitutes the entire agreement
and understanding between the Company and such Participant in connection with the grant of Options to the Participant. Any representation
and/or promise and/or undertaking made and/or given by the Company or by whosoever on its behalf, which has not been explicitly
expressed herein or in an Option Agreement, shall have no force and effect.


 


20.            Governing
Law. The Plan shall be governed by, construed and enforced in accordance with the laws of Luxembourg, without giving effect
to principles of conflicts of law.


 


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