Exhibit 10.9


 





 



 


	eToro Group Ltd.
	2021 Share Incentive Plan


 





 



 


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


 


		1.	PURPOSE; TYPES OF AWARDS; CONSTRUCTION.



 


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


 


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


 


(i) pursuant
and subject to the provisions of Section 102 of the Ordinance (or the corresponding provision of any subsequently enacted statute,
as amended from time to time), and all regulations and interpretations adopted by any competent authority, including the Israel Tax Authority
(the “ITA”), including the Income Tax Rules (Tax Benefits in Stock Issuance
to Employees) 5763-2003 or such other rules so adopted from time to time (the “Rules”)
(such Awards that are intended to be (as set forth in the Award Agreement) and which qualify as such under Section 102 of the Ordinance
and the Rules, “102 Awards”);


 


(ii) pursuant
to Section 3(i) of the Ordinance or the corresponding provision of any subsequently enacted statute, as amended from time to time
(such Awards, “3(i) Awards”);


 


(iii) Incentive
Stock Options within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted United States
federal tax statute, as amended from time to time, to be granted to Employees who are deemed to be residents of the United States, for
purposes of taxation, or are otherwise subject to U.S. Federal income tax (such Awards that are intended to be (as set forth in the Award
Agreement) and which qualify as an incentive stock option within the meaning of Section 422(b) of the Code, “Incentive
Stock Options”);


 


(iv) Options
not intended to be (as set forth in the Award Agreement) or which do not qualify as an Incentive Stock Option to be granted to Service
Providers who are deemed to be residents of the United States for purposes of taxation, or are otherwise subject to U.S. Federal income
tax (“Nonqualified Stock Options”);


 


(v) Share
appreciation rights; and


 


(vi) Restricted
Shares, RSUs and other forms of Share-based Awards.


 


In addition to the issuance of Awards under the
relevant tax regimes in the United States of America and the State of Israel, and without derogating from the generality of Section 25,
this Plan contemplates issuances to Grantees in other jurisdictions or under other tax regimes with respect to which the Committee is
empowered, but is not required, to make the requisite adjustments in this Plan and set forth the relevant conditions in an appendix to
this Plan or in the Company’s agreement with the Grantee in order to comply with the requirements of such other tax regimes.


 






     


     


    

 


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


 


		2.	DEFINITIONS.



 


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


 


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


 


2.2.1 “Affiliate”
shall mean, (i) with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such person, including, without limitation, any Parent or Subsidiary, or (ii) Employer.


 


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


 


2.2.3 “Award”
shall mean any issuance of Shares or Restricted Share, Options, RSUs, share appreciation rights and other Share-based Awards granted under
this Plan.


 


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


 


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


 


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


 






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2.2.7 “Committee”
shall mean a committee established or appointed by the Board to administer this Plan, subject to Section 3.1.


 


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


 


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


 


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


 


2.2.11 “Employer”
means, for purpose of a 102 Trustee Award, the Company or an Affiliate, Subsidiary or Parent thereof, which is an “employing company”
within the meaning and subject to the conditions of Section 102(a) of the Ordinance.


 


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


 


2.2.13 “Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative
authority issued thereunder.


 


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


 


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


 


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


 






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2.2.17 “Fair
Market Value” shall mean, as of any date, the value of a Share or other securities, property or rights as determined
by the Board, in its discretion, subject to the following: (i) if, on such date, the Shares are listed on any securities exchange, the
closing sales price per Share on which the Shares are principally traded on such date, or if no sale occurred on such date, the last day
preceding such date on which a sale occurred, as reported in The Wall Street Journal or such other source as the Company deems reliable;
(ii) if, on such date, the Shares are then quoted in an over-the-counter market, the average of the closing bid and asked prices for the
Shares in that market on such date, or if there are no bid and asked prices on such date, the last day preceding such date on which there
are bid and asked prices, as reported in The Wall Street Journal or such other source as the Company deems reliable; or (iii) if, on such
date, the Shares are not then listed on a securities exchange or quoted in an over-the-counter market, or in case of any other securities,
property or rights, such value as the Committee, in its sole discretion, shall determine, with full authority to determine the method
for making such determination and which determination shall be conclusive and binding on all parties, and shall be made after such consultations
with outside legal, accounting and other experts as the Committee may deem advisable; provided, however, that, if applicable, the Fair
Market Value of the Shares shall be determined in a manner that is intended to satisfy the applicable requirements of and subject to Section 409A
of the Code, and with respect to Incentive Stock Options, in a manner that is intended to satisfy the applicable requirements of and subject
to Section 422 of the Code, subject to Section 422(c)(7) of the Code. If the Shares are listed or quoted on more than one established
stock exchange or over-the-counter market, the Committee shall determine the principal such exchange or market and utilize the price of
the Shares on that exchange or market (determined as per the method described in clauses (i) or (ii) above, as applicable) for the
purpose of determining Fair Market Value.


 


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


 


2.2.19 “Merger
Agreement” shall mean that Agreement and Plan of Merger by and among eToro Group Ltd., Buttonwood Merger Sub Corp. and Fintech
Acquisition Corp. V, dated as of March 16, 2021.


 


2.2.20 “Option”
shall mean a grant of options to purchase Shares, including, for the avoidance of doubt, Incentive Stock Options and Nonqualified Stock
Options.


 


2.2.21 “Ordinance”
shall mean the Israeli Income Tax Ordinance (New Version) 5271-1961, and the regulations and rules (including the Rules) promulgated thereunder,
all as amended from time to time.


 


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


 


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


 


2.2.24
“Securities Act” shall mean the U.S. Securities Act of 1933, and the rules
and regulations promulgated thereunder, all as amended from time to time.


 


2.2.25 “Service
Provider” shall mean an Employee, director, officer, consultant, advisor and any other person or entity who provides
services to the Company or any Parent, Subsidiary or other Affiliate thereof. Service Providers shall include prospective Service Providers
to whom Awards are granted in connection with written offers of an employment or other service relationship with the Company or any Parent,
Subsidiary or any other Affiliates thereof, provided, however, that such employment or service shall have actually commenced. Notwithstanding
the foregoing, unless otherwise determined by the Committee, each Service Provider shall be an “employee” as defined in the
General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto) at the time the Award
is granted to the Service Provider.


 


2.2.26
“Share(s)” shall mean Common Shares, no par value per share, of the Company
(including Common Shares resulting or issued as a result of share split, reverse share split, bonus shares, combination or other recapitalization
events), or shares of such other class of shares of the Company as shall be designated by the Board in respect of the relevant Award(s).
“Shares” include any securities or property issued or distributed with respect thereto.


 






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


 


2.2.28
“tax(es)” shall mean (a) all federal, state, local or foreign taxes, charges,
fees, imposts, levies or other assessments, including all income, capital gains, alternative or add-on minimum, transfer, value added
tax, real and personal property, withholding, payroll, employment, escheat, social security, disability, national security, health tax,
wealth surtax, stamp, registration and estimated taxes, customs duties, fees, assessments and charges of any similar kind whatsoever (including
under Section 280G of the Code) or other tax of any kind whatsoever, (b) all interest, indexation differentials, penalties, fines, additions
to tax or additional amounts imposed by any taxing authority in connection with any item described in clause (a), (c) any transferee
or successor liability in respect of any items described in clauses (a) or (b) payable by reason of contract, assumption, transferee
liability, successor liability, operation of Applicable Law, or as a result of any express or implied obligation to assume Taxes or to
indemnify any other person, and (d) any liability for the payment of any amounts of the type described in clause (a) or (b) payable
as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate or other group for any taxable period, including
under U.S. Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under
Applicable Law) or otherwise.


 


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


 


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


 


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


 


	 	Term	 	Section
	 	102 Awards	 	1.2(i)
	 	102 Capital Gains Track Awards	 	9.1
	 	102 Non-Trustee Awards	 	9.2
	 	102 Ordinary Income Track Awards	 	9.1
	 	102 Trustee Awards	 	9.1
	 	3(i) Awards	 	1.2(ii)
	 	Award Agreement	 	6
	 	Cause	 	6.6.4.4
	 	Company	 	1.1
	 	Effective Date	 	24.1
	 	Election	 	9.2
	 	Eligible 102 Grantees	 	9.3.1
	 	Incentive Stock Options	 	1.2(iii)
	 	Information	 	16.4
	 	ITA	 	1.1(i)
	 	Merger/Sale	 	14.2
	 	Nonqualified Stock Options	 	1.2(iv)
	 	Plan	 	1.1
	 	Prior Plan(s)	 	5.2
	 	Pool	 	1.1
	 	Recapitalization	 	14.1
	 	Required Holding Period	 	9.5
	 	Restricted Period	 	11.2
	 	Restricted Share Agreement	 	11
	 	Restricted Share Unit Agreement	 	12
	 	Restricted Share	 	1.1
	 	RSUs	 	1.1
	 	Rules	 	1.1(i)
	 	Securities	 	17.1
	 	Successor Corporation	 	14.2.1
	 	Withholding Obligations	 	18.5


 






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		3.	ADMINISTRATION.



 


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


 


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


 


(i) eligible
Grantees,


 


(ii) grants
of Awards and setting the terms and provisions of Award Agreements (which need not be identical) and any other agreements or instruments
under which Awards are made, including, the number of Shares underlying each Award and the class of Shares underlying each Award (if more
than one class was designated by the Board),


 


(iii) the
time or times at which Awards shall be granted,


 


(iv) the
terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired upon the exercise or
(if applicable) vesting thereof, including, (1) designating Awards under Section 1.2; (2) the vesting schedule, the acceleration
thereof and terms and conditions upon which Awards may be exercised or become vested, (3) the Exercise Price, (4) the method of payment
for Shares purchased upon the exercise or (if applicable) vesting of the Awards, (5) the method for satisfaction of any tax withholding
obligation arising in connection with the Awards or such Shares, including by the withholding or delivery of Shares, (6) the time of the
expiration of the Awards, (7) the effect of the Grantee’s termination of employment with the Company or any of its Affiliates, and
(8) all other terms, conditions and restrictions applicable to the Award or the Shares not inconsistent with the terms of this Plan,


 


(v) to
accelerate, continue, extend or defer the exercisability of any Award or the vesting thereof, including with respect to the period following
a Grantee’s termination of employment or other service,


 


(vi) the
interpretation of this Plan and any Award Agreement and the meaning, interpretation and applicability of terms referred to in Applicable
Law,


 


(vii) policies,
guidelines, rules and regulations relating to and for carrying out this Plan, and any amendment, supplement or rescission thereof, as
it may deem appropriate,


 


(viii) to
adopt supplements to, or alternative versions of, this Plan, including, without limitation, as it deems necessary or desirable to comply
with the laws of, or to accommodate the tax regime or custom of, foreign jurisdictions whose citizens or residents may be granted Awards,


 


(ix) the
Fair Market Value of the Shares or other securities property or rights,


 


(x) the
tax track (capital gains, ordinary income track or any other track available under the Section 102 of the Ordinance) for the purpose
of 102 Awards,


 






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(xi) the
authorization and approval of conversion, substitution, cancellation or suspension under and in accordance with this Plan of any or all
Awards or Shares,


 


(xii) unless
otherwise provided under the terms of this Plan, the amendment, modification, waiver or supplement of the terms of any outstanding Award
(including reducing the Exercise Price of an Award), provided, however, that if such amendments increase the Exercise Price of an Award
or reduce the number of Shares underlying an Award, then such amendments shall require the consent of the applicable Grantee, unless such
amendment is made pursuant to the exercise of rights or authorities in accordance with Sections 14 or 25,


 


(xiii) without
limiting the generality of the foregoing, and subject to the provisions of Applicable Law, to grant to a Grantee, who is the holder of
an outstanding Award, in exchange for the cancellation of such Award, a new Award having an Exercise Price lower than that provided in
the Award so canceled and containing such other terms and conditions as the Committee may prescribe in accordance with the provisions
of this Plan or to set a new Exercise Price for the same Award lower than that previously provided in the Award,


 


(xiv) to
correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and all other determinations
and take such other actions with respect to this Plan or any Award as it may deem advisable to the extent not inconsistent with the provisions
of this Plan or Applicable Law, and


 


(xv) any
other matter which is necessary or desirable for, or incidental to, the administration of this Plan and any Award thereunder.


 


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


 


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


 


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


 


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


 


		4.	ELIGIBILITY.



 


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


 


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


 






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		5.	SHARES.



 


5.1. The
maximum aggregate number of Shares that may be issued pursuant to Awards under this Plan (the “Pool”)
shall initially be a number of authorized but unissued Shares equal to 3% of the total outstanding number of Shares as of immediately
after Closing (as defined in the Merger Agreement), post-conversion and post-money, calculated on a fully-diluted basis including all
equity awards, warrants and other convertible securities outstanding as of such time and the aggregate maximum number of Price Adjustment
Rights (as defined in the Merger Agreement) (such total outstanding number of fully-diluted Shares immediately after Closing, the “Fully
Diluted Post-Closing Shares”), plus (a) an annual increase in Shares on the first day of each calendar year beginning on January
1, 2022 and ending on January 1, 2030, equal to the lesser of (i) three percent (3%) of the aggregate number of Shares outstanding (on
an as converted basis) on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as determined
by the Board. However, except as adjusted pursuant to Section 14.1, in no event shall more than a number of Shares equal to 30% of
the Fully Diluted Post-Closing Shares be available for issuance pursuant to the exercise of Incentive Stock Options granted under this
Plan.


 


5.2. Any
Shares (a) underlying an Award granted hereunder or an award granted under the Company’s Employee Share Option Plan (2007) (the
“Prior Plan”) that has expired, or was cancelled, terminated, forfeited, or
settled in cash in lieu of issuance of Shares, for any reason, without having been exercised; (b) if permitted by the Company, tendered
to pay the Exercise Price of an Award (or the exercise price or other purchase price of any option or other award under the Prior Plan(s)),
or withholding tax obligations with respect to an Award (or any awards under the Prior Plan(s)); or (c) if permitted by the Company, subject
to an Award (or any award under the Prior Plan(s)) that are not delivered to a Grantee because such Shares are withheld to pay the Exercise
Price of such Award (or any award under the Prior Plan(s)), or withholding tax obligations with respect to such Award (or such award)
shall automatically, and without any further action on the part of the Company or any Grantee, again be available for grant of Awards
and for issuance upon exercise or (if applicable) vesting thereof for the purposes of this Plan (unless this Plan shall have been terminated),
unless the Board determines otherwise. Awards that may only be settled in cash shall not count against the Pool. Such Shares may be, in
whole or in part, authorized but unissued Shares, (and, subject to obtaining a ruling as it applies to 102 Awards) treasury shares (dormant
shares) or otherwise Shares that shall have been or may be repurchased by the Company (to the extent permitted pursuant to Applicable
Law).


 


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


 


5.4. From
and after the Effective Date, no further grants or awards shall be made under the Prior Plan(s); however, Awards made under the Prior
Plan(s) before the Effective Date shall continue in effect in accordance with their terms.


 


		6.	TERMS AND CONDITIONS OF AWARDS.



 


Each Award granted pursuant to this Plan shall
be evidenced by a written or electronic agreement between the Company and the Grantee or a written or electronic notice delivered by the
Company (the “Award Agreement”), in substantially such form or forms and containing
such terms and conditions, as the Committee shall from time to time approve. The Award Agreement shall comply with and be subject to the
following general terms and conditions and the provisions of this Plan (except for any provisions applying to Awards under different tax
regimes), unless otherwise specifically provided in such Award Agreement. Award Agreements need not be in the same form and may differ
in the terms and conditions included therein.


 


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


 


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


 


6.3. Exercise
Price. Each Award Agreement shall state the Exercise Price, if applicable. Subject to Sections 3, 7.2 and 8.2 and to the foregoing,
the Committee may reduce the Exercise Price of any outstanding Award, on terms and subject to such conditions as it deems advisable. The
Exercise Price shall also be subject to adjustment as provided in Section 14 hereof. The Exercise Price of any Award granted to a
Grantee who is subject to U.S. federal income tax shall be determined in accordance with Section 409A of the Code, in accordance with
Section 7.2.


 






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6.4. Manner
of Exercise.


 


6.4.1 An
Award may be exercised, as to any or all Shares as to which the Award has become exercisable, (a) by written notice delivered in person
or by mail (or such other methods of delivery prescribed by the Company) to the stock plan administrator designated by the Company or
to such other person as determined by the Committee, (b) by way of an exercise order submitted via the online service operated and maintained
by the Company or any of its service providers, or (c) or in any other manner as the Committee shall prescribe from time to time, specifying
the number of Shares with respect to which the Award is being exercised (which may be equal to or lower than the aggregate number of Shares
that have become exercisable at such time, subject to the last sentence of this Section), accompanied by payment of the aggregate Exercise
Price for such Shares in the manner specified in the following sentence. The Exercise Price shall be paid in full with respect to each
Share, at the time of exercise and as a condition therefor, either (i) in cash, (ii) if the Company’s shares are listed for trading
on any securities exchange or over-the-counter market, and if the Committee so determines, all or part of the Exercise Price and any withholding
taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by
the Company to sell Shares and to deliver all or part of the sales proceeds to the Company or the Trustee, (iii) if the Company’s
shares are listed for trading on any securities exchange or over-the-counter market, and if the Committee so determines, all or part of
the Exercise Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction
to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company or the Trustee, (iv) by applying the Cashless Exercise Mechanism set forth in Section 6.4.3 below, or (v)
in such other manner as the Committee shall determine, which may include procedures for cashless exercise.


 


6.4.2 The
application of Cashless Exercise Mechanism with respect to any 102 Awards shall be subject to obtaining a ruling from the ITA, to the
extent required by Applicable Law.


 


6.4.3 Unless
otherwise determined by the Committee, any and all Options (other than Incentive Stock Options) may be exercised using a cashless exercise
mechanism, in which case the number of the Shares to be issued by the Company upon such exercise shall be calculated pursuant to the following
formula (the “Cashless Exercise Mechanism”):


 





	X=  	Y * (A - B)	 
	A	 


 


	 	Where:	X =	the number of Shares to be issued to the Grantee.
	 	 	 	 
	 	 	Y =	the number of Shares, as adjusted to the date of such calculation, underlying the number of Options being exercised.
	 	 	 	 
	 	 	A =	the Fair Market Value of one Share at the exercise date.
	 	 	 	 
	 	 	B =	the Exercise Price of the Options being exercised.
	 	 	 	 
	 	Upon the completion of the calculation, if X is a negative number, then X shall be deemed to equal 0 (zero).


 


6.5. Term
and Vesting of Awards.


 


6.5.1 Each
Award Agreement shall provide the vesting schedule for the Award as determined by the Committee. The Committee shall have the authority
to determine the vesting schedule and accelerate the vesting of any outstanding Award and remove any restrictions thereupon at such time
and under such circumstances as it, in its sole discretion, deems appropriate.


 


6.5.2 The
Award Agreement may contain performance goals and measurements (which, in case of 102 Trustee Awards, may, if then required, be subject
to obtaining a specific tax ruling or determination from the ITA), and the provisions with respect to any Award need not be the same as
the provisions with respect to any other Award. Such performance goals may include, but are not limited to, revenues, sales, operating
income, earnings before interest and taxes, return on investment, earnings per share, any combination of the foregoing or rate of growth
of any of the foregoing, as determined by the Committee. The Committee may adjust performance goals pursuant to Awards previously granted
to take into account changes in law and accounting and tax rules and to make such adjustments as the Committee deems necessary or appropriate
to reflect the inclusion or the exclusion of the impact of extraordinary or unusual items, events or circumstances.


 






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6.5.3 The
Exercise Period of an Award will be ten (10) years from the date of grant of the Award, unless otherwise determined by the Committee and
stated in the Award Agreement, but subject to the vesting provisions described above and the early termination provisions set forth in
Section 6.6 hereof. At the expiration of the Exercise Period, any Award, or any part thereof, that has not been exercised within
the term of the Award and the Shares covered thereby not paid for in accordance with this Plan and the Award Agreement shall terminate
and become null and void, and all interests and rights of the Grantee in and to the same shall expire.


 


6.6. Termination.


 


6.6.1 Unless
otherwise determined by the Committee, and subject to this Section 6.6 hereof, an Award may not be exercised unless the Grantee was,
since the date of grant of the Award throughout the vesting dates, and is then (at the time of exercise), a Service Provider.


 


6.6.2 Except
as otherwise determined by the Committee or provided in an Award Agreement, in the event that the employment or service of a Grantee terminates
and the Grantee is no longer a Service Provider, all Awards of such Grantee that are unvested at the time of such termination shall terminate
on the date of such termination, and all Awards of such Grantee that are vested and exercisable at the time of such termination shall
be settled in accordance with their terms and Options and stock appreciation rights may be exercised up to ninety (90) days after the
date of such termination (or such different period as the Committee shall prescribe, in general or on a case-by-case basis), but in any
event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this Plan, except
as set forth below in Section 6.6.3 and Section 6.6.4.


 


6.6.3 Notwithstanding
Section 6.6.2, if the Company (or its Subsidiary or other Affiliate thereof, as applicable) shall have terminated the Grantee’s
employment or service for Cause (as defined below) (whether the facts or circumstances that constitute such Cause occur prior to or after
termination of employment or service), or if facts or circumstances arise or are discovered with respect to the Grantee that would have
constituted Cause, then all Awards theretofore granted to such Grantee (whether vested or not) shall terminate and be subject to recoupment
by the Company on the date of such termination (or on such subsequent date on which such facts or circumstances arise or are discovered,
as the case may be) unless otherwise determined by the Committee, and any Shares issued upon exercise or (if applicable) vesting of Awards
(including other Shares or securities issued or distributed with respect thereto, and including the gross amount of any proceeds, gains
or other economic benefit the Grantee actually or constructively receives upon receipt or exercise of any Award or the receipt or resale
of any Shares underlying the Award), whether held by the Grantee or by the Trustee for the Grantee’s benefit, shall be deemed to
be irrevocably offered for sale to the Company, any of its Affiliates or any person designated by the Company to purchase, at the Company’s
election and subject to Applicable Law, either for no consideration, for the par value of such Shares (if such Shares bear a par value)
or against payment of the Exercise Price previously received by the Company for such Shares upon their issuance, as the Committee deems
fit, upon written notice to the Grantee at any time prior to, at or after the Grantee’s termination of employment or service. Such
Shares or other securities shall be sold and transferred within 30 days from the date of the Company’s notice of its election to
exercise its right. If the Grantee fails to transfer such Shares or other securities to the Company, the Company, at the decision of the
Committee, shall be entitled to forfeit or repurchase such Shares and to authorize any person to execute on behalf of the Grantee any
document necessary to effect such transfer, whether or not the share certificates are surrendered. The Company shall have the right and
authority to effect the above either by, subject to Applicable Law: (i) repurchasing all of such Shares or other securities held by the
Grantee or by the Trustee for the benefit of the Grantee, or designate the purchaser of all or any part of such Shares or other securities,
for the Exercise Price paid for such Shares, the par value of such Shares (if such Shares bear a par value) or for no payment or consideration
whatsoever, as the Committee deems fit; (ii) forfeiting all or any part of such Shares or other securities; (iii) redeeming all or any
part of such Shares or other securities, for the Exercise Price paid for such Shares, the par value of such Shares (if such Shares bear
a par value) or for no payment or consideration whatsoever, as the Committee deems fit; (iv) taking action in order to have all or any
part of such Shares or other securities converted into deferred shares entitling their holder only to their par value (if such Shares
bear a par value) upon liquidation of the Company; or (v) taking any other action which may be required in order to achieve similar results,
including requiring the Grantee to repay to the Company in cash the Fair Market Value of such Shares or other securities as of the date
of the Company’s notice of its election to exercise its rights under this Section 6.6.3; all as shall be determined by the
Committee, at its sole and absolute discretion, and the Grantee is deemed to irrevocably empower the Company or any person which may be
designated by it to take any action by, in the name of or on behalf of the Grantee to comply with and give effect to such actions (including,
voting such shares, filling in, signing and delivering share transfer deeds, etc.).


 






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6.6.4 If
a Grantee shall die while employed by, or performing service for, the Company or any of its Affiliates, or within the ninety (90) period
(or such longer period of time as determined by the Board, in its discretion) after the date of termination of such Grantee’s employment
or service (or within such different period as the Committee may have provided pursuant to Section 6.6 hereof), or if the Grantee’s
employment or service with the Company or any of its Affiliates shall terminate by reason of Disability, all Options and stock appreciation
rights theretofore granted to such Grantee may (to the extent otherwise vested and exercisable and unless earlier terminated in accordance
with their terms) be exercised by the Grantee or by the Grantee’s estate or by a person who acquired the legal right to exercise
such Awards by bequest or inheritance, or by a person who acquired the legal right to exercise such Awards in accordance with applicable
law in the case of Disability of the Grantee, as the case may be, at any time within one (1) year (or such longer period of time as determined
by the Committee, in its discretion) after the death or Disability of the Grantee (or such different period as the Committee shall prescribe),
but in any event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this
Plan. In the event that an Options and stock appreciation rights granted hereunder shall be exercised as set forth above by any person
other than the Grantee, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or proof satisfactory
to the Committee of the right of such person to exercise such Award.


 


6.6.5 Notwithstanding
anything to the contrary, the Committee, in its absolute discretion, may, on such terms and conditions as it may determine appropriate,
extend the periods for which Awards held by any Grantee may continue to vest and be exercisable or accelerate the vesting and exercisability
of Awards in whole or in part, subject to Section 409A of the Code for Grantees who are United States taxpayers and provided that for
all Grantees, Options and stock appreciation rights may not be exercisable after the maximum term specified in the Plan; it being clarified
that such Awards may lose their entitlement to certain tax benefits under Applicable Law (including, without limitation, qualification
of an Award as an Incentive Stock Option) as a result of the modification of such Awards and/or in the event that the Award is exercised
beyond the later of: (i) ninety (90) days after the date of termination of the employment or service relationship; or (ii) the applicable
period under Section 6.6.4 above with respect to a termination of the employment or service relationship because of the death or
Disability of a Grantee.


 


6.6.6 For
purposes of this Plan:


 


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


 


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


 


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


 






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6.6.6.4 The
term “Cause” shall mean (irrespective of, and in addition to, any definition
included in any other agreement or instrument applicable to the Grantee, and unless otherwise determined by the Committee) any of the
following: (i) any theft, fraud, embezzlement, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification
of any documents or records of the Company or any of its Affiliates, felony or similar act by the Grantee (whether or not related to the
Grantee’s relationship with the Company); (ii) an act of moral turpitude by the Grantee, or any act that causes significant injury
to, or is otherwise adversely affecting, the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary
or other Affiliate thereof, when applicable); (iii) any breach by the Grantee of any material agreement with or of any material duty of
the Grantee to the Company or any Subsidiary or other Affiliate thereof (including breach of confidentiality, non-disclosure, non-use
non-competition or non-solicitation covenants towards the Company or any of its Affiliates) or failure to abide by code of conduct or
other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct), or repeated and
unreasonable refusal to carry out a reasonable directive of the Company or of Grantee’s supervisor which involves the business of
the Company or its Affiliate and was capable of being lawfully performed; (iv) any act which constitutes a breach of a Grantee’s
fiduciary duty towards the Company or a Subsidiary or other Affiliate thereof, including disclosure of confidential or proprietary information
thereof or acceptance or solicitation to receive unauthorized or undisclosed benefits, irrespective of their nature, or funds, or promises
to receive either, from individuals, consultants or corporate entities with whom the Company or a Subsidiary or other Affiliate thereof
conducts business; (v) the Grantee’s unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible
asset or corporate opportunity of the Company or any of its Affiliates (including, without limitation, the improper use or disclosure
of confidential or proprietary information); or (vi) any circumstances that constitute grounds for termination for cause under the Grantee’s
employment or service agreement with the Company or Affiliate, to the extent applicable or (vi) any conduct (other than conduct in good
faith) reasonably determined by the Board to be materially detrimental to the Company. For the avoidance of doubt, the determination as
to whether a termination is for Cause for purposes of this Plan, shall be made in good faith by the Committee and shall be final and binding
on the Grantee.


 


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


 


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


 


		7.	NONQUALIFIED STOCK OPTIONS.



 


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


 


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


 






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


 


		8.	INCENTIVE STOCK OPTIONS.



 


Awards granted pursuant to this Section 8
are intended to constitute Incentive Stock Options and shall be granted subject to the following special terms and conditions, the general
terms and conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying
to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this
Section 8 and the other terms of this Plan, this Section 8 shall prevail.


 


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


 


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


 


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


 


8.4. Exercise
Period. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of
such Award, subject to Section 8.6. No Incentive Stock Option granted to a prospective Employee may become exercisable prior to the
date on which such person commences employment.


 


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


 


8.6. Ten
Percent Shareholder. In the case of an Incentive Stock Option granted to a Ten Percent Shareholder, notwithstanding the foregoing
provisions of this Section 8, (i) the Exercise Price shall not be less than one hundred and ten percent (110%) of the Fair Market
Value of a Share on the date of grant of such Incentive Stock Option, and (ii) the Exercise Period shall not exceed five (5) years from
the effective date of grant of such Incentive Stock Option.


 






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


 


8.8. Leave
of Absence. A Grantee’s employment shall not be deemed to have terminated if the Grantee takes a leave of absence which was
authorized by the Company. Subject to compliance with Applicable Law, including if applicable, Section 409A of the Code, the Committee
may adopt rules and make determinations on how a leave of absence will impact an Award, including, without limitation, tolling the vesting
schedule or treating such leave of absence as a termination of employment or other service (such rules may be applied retroactively).


 


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


 


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


 


		9.	102 AWARDS.



 


Awards granted pursuant to this Section 9
are intended to constitute 102 Awards and shall be granted subject to the following special terms and conditions, the general terms and
conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards
under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 9
and the other terms of this Plan, this Section 9 shall prevail.


 


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


 


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


 


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


 






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9.4. 102
Award Grant Date.


 


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


 


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


 


9.5. 102
Trustee Awards.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


9.7.3 The
Grantee agrees to the trust agreement signed between the Company, the Employer and the Trustee appointed pursuant to Section 102
of the Ordinance.


 






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		10.	3(i) AWARDS.



 


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


 


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


 


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


 


		11.	RESTRICTED SHARES.



 


The Committee may award Restricted Shares to any
eligible Grantee, including under Section 102 of the Ordinance. Each Award of Restricted Shares under this Plan shall be evidenced
by a written agreement between the Company and the Grantee (the “Restricted Share Agreement”),
in such form as the Committee shall from time to time approve. The Restricted Shares shall be subject to all applicable terms of this
Plan, which in the case of Restricted Shares granted under Section 102 of the Ordinance shall include Section 9 hereof, and
may be subject to any other terms that are not inconsistent with this Plan. The provisions of the various Restricted Shares Agreements
entered into under this Plan need not be identical with respect to any two Awards or Guarantees. The Restricted Share Agreement shall
comply with and be subject to Section 6 and the following terms and conditions, unless otherwise specifically provided in such Agreement
and not inconsistent with this Plan or Applicable Law:


 


11.1. Purchase
Price. Section 6.4 shall not apply. Each Restricted Share Agreement shall state an amount of Exercise Price to be paid by the
Grantee, if any, in consideration for the issuance of the Restricted Shares and the terms of payment thereof, which may include payment
in cash or, subject to the Committee’s approval, by issuance of promissory notes or other evidence of indebtedness on such terms
and conditions as determined by the Committee.


 


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


 






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11.3. Forfeiture;
Repurchase. Subject to such exceptions as may be determined by the Committee, if the Grantee’s continuous employment with or
service to the Company or any Affiliate thereof shall terminate (such that Grantee is no longer a Service Provider of either the Company
or any Affiliate thereof) for any reason prior to the expiration of the Restricted Period of an Award or prior to the timely payment in
full of the Exercise Price of any Restricted Shares, any Restricted Shares remaining subject to vesting or with respect to which the purchase
price has not been paid in full, shall thereupon be forfeited, transferred to, and redeemed, repurchased or cancelled by, as the case
may be, in any manner as set forth in Section 6.6.3(i) through (v), subject to Applicable Law and the Grantee shall have no further
rights with respect to such Restricted Shares.


 


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


 


		12.	RESTRICTED SHARE UNITS.



 


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


 


12.1. Exercise
Price. No payment of Exercise Price shall be required as consideration for RSUs, unless included in the Award Agreement or as required
by Applicable Law, and Section 6.4 shall apply, if applicable.


 


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


 


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


 


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


 


		13.	OTHER SHARE OR SHARE-BASED AWARDS.



 


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


 


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


 






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


 


		14.	EFFECT OF CERTAIN CHANGES.



 


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


 


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


 


14.2. Merger/Sale
of Company. In the event of (i) a sale of all or substantially all of the assets of the Company, or a sale (including an exchange)
of all or substantially all of the shares of the Company, to any person (as “person”
is defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof), or a purchase by a shareholder
of the Company or by an Affiliate of such shareholder, of all the shares of the Company held by all or substantially all other shareholders
or by other shareholders who are not Affiliated with such acquiring party; (ii) a merger (including, a reverse merger and a reverse triangular
merger), consolidation, amalgamation or like transaction of the Company with or into another corporation; (iii) a scheme of arrangement
for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction; (iv) approval by the shareholders of
the Company of a complete liquidation or dissolution of the Company, (v) Change in Board Event; or (vi) such other transaction or set
of circumstances that is determined by the Board, in its discretion, to be a transaction subject to the provisions of this Section 14.2
excluding any of the foregoing transactions in clauses (i) through (iv) if the Board determines that such transaction should be excluded
from the definition hereof and the applicability of this Section 14.2 (each of the foregoing transactions, a “Merger/Sale”),
then, without derogating from the general authority and power of the Board or the Committee under this Plan, without the Grantee’s
consent and action and without any prior notice requirement, the Committee may make, in its sole and absolute discretion, any determination
as to the treatment of Awards, as provided herein:


 


14.2.1 Unless
otherwise determined by the Committee, any Award then outstanding shall be assumed or be substituted by the Company, or by the successor
corporation in such Merger/Sale or by any parent or Affiliate thereof, as determined by the Committee in its discretion (the “Successor
Corporation”), under terms as determined by the Committee or the terms of this Plan applied by the Successor Corporation
to such assumed or substituted Awards.


 






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For the purposes of this Section 14.2.1,
the Award shall be considered assumed or substituted if, following a Merger/Sale, the Award confers on the holder thereof the right to
purchase or receive, for each Share underlying an Award immediately prior to the Merger/Sale, either (i) the consideration (whether shares
or other securities, cash or other property, or rights, or any combination thereof) distributed to or received by holders of Shares in
the Merger/Sale for each Share held on the effective date of the Merger/Sale (and if holders were offered a choice or several types of
consideration, the type of consideration as determined by the Committee, which need not be the same type for all Grantees), or (ii) regardless
of the consideration received by the holders of Shares in the Merger/Sale, solely shares or any type of Awards (or their equivalent) of
the Successor Corporation at a value to be determined by the Committee in its discretion, or a certain type of consideration (whether
shares or other securities, cash or other property, or rights, or any combination thereof) as determined by the Committee. Any of the
consideration referred to in the foregoing clauses (i) and (ii) shall be subject to the same vesting and expiration terms of the
Awards applying immediately prior to the Merger/Sale, unless determined by the Committee in its discretion that the consideration shall
be subject to different vesting and expiration terms, or other terms, and the Committee may determine that it be subject to other or additional
terms. The foregoing shall not limit the Committee’s authority to determine, that in lieu of such assumption or substitution of
Awards for Awards of the Successor Corporation, such Award will be substituted for shares or other securities, cash or other property,
or rights, or any combination thereof, including as set forth in Section 14.2.2 hereof.


 


14.2.2 Regardless
of whether or not Awards are assumed or substituted, the Committee may (but shall not be obligated to):


 


14.2.2.1 provide
for the Grantee to have the right to exercise the Award in respect of Shares covered by the Award which would otherwise be exercisable
or vested, under such terms and conditions as the Committee shall determine, and the cancellation of all unexercised Awards (whether vested
or unvested) upon or immediately prior to the closing of the Merger/Sale, unless the Committee provides for the Grantee to have the right
to exercise the Award, or otherwise for the acceleration of vesting of such Award, as to all or part of the Shares covered by the Award
which would not otherwise be exercisable or vested, under such terms and conditions as the Committee shall determine;


 


14.2.2.2 provide
for the cancellation of each outstanding Award at or immediately prior to the closing of such Merger/Sale, and if and to what extent payment
shall be made to the Grantee of an amount in, shares or other securities of the Company, the acquirer or of a corporation or other business
entity which is a party to the Merger/Sale, in cash or other property, in rights, or in any combination thereof, as determined by the
Committee to be fair in the circumstances, and subject to such terms and conditions as determined by the Committee. The Committee shall
have full authority to select the method for determining the payment (being the intrinsic (“spread”)
value of the option, Black-Scholes model or any other method). Inter alia, and without limitation of the following determination being
made in other circumstances, the Committee’s determination may provide that payment shall be set to zero if the value of the Shares
is determined to be less than the Exercise Price, or in respect of Shares covered by the Award which would not otherwise be exercisable
or vested, or that payment may be made only in excess of the Exercise Price; and/or


 


14.2.2.3 provide
that the terms of any Award shall be otherwise amended, modified or terminated, as determined by the Committee to be fair in the circumstances.


 


14.2.3 The
Committee may, determine: (i) that any payments made in respect of Awards shall be made or delayed to the same extent that payment of
consideration to the holders of the Shares in connection with the Merger/Sale is made or delayed as a result of escrows, indemnification,
earn outs, holdbacks or any other contingencies or conditions; (ii) the terms and conditions applying to the payment made or payable to
the Grantees, including participation in escrow, indemnification, releases, earn-outs, holdbacks or any other contingencies; and (iii)
that any terms and conditions applying under the applicable definitive transaction agreements shall apply to the Grantees (including,
appointment and engagement of a shareholders or sellers representative, payment of fees or other costs and expenses associated with such
services, indemnifying such representative, and authorization to such representative within the scope of such representative’s authority
in the applicable definitive transaction agreements).


 






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14.2.4 The
Committee may, determine to suspend the Grantee’s rights to exercise any vested portion of an Award for a period of time prior to
the signing or consummation of a Merger/Sale transaction.


 


14.2.5 Without
limiting the generality of this Section 14, if the consideration in exchange for Awards in a Merger/Sale includes any securities
and due receipt thereof by any Grantee (or by the Trustee for the benefit of such Grantee) may require under applicable law (i) the registration
or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (ii) the provision
to any Grantee of any information under the Securities Act or any other securities laws, then the Committee may determine that the Grantee
shall be paid in lieu thereof, against surrender of the Shares or cancellation of any other Awards, an amount in cash or other property,
or rights, or any combination thereof, as determined by the Committee to be fair in the circumstances, and subject to such terms and conditions
as determined by the Committee. Nothing herein shall entitle any Grantee to receive any form of consideration that such Grantee would
be ineligible to receive as a result of such Grantee’s failure to satisfy (in the Committee’s sole determination) any condition,
requirement or limitation that is generally applicable to the Company’s shareholders, or that is otherwise applicable under the
terms of the Merger/Sale, and in such case, the Committee shall determine the type of consideration and the terms applying to such Grantees.


 


14.2.6 Neither
the authorities and powers of the Committee under this Section 14.2, nor the exercise or implementation thereof, shall (i) be restricted
or limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) as, inter alia,
being a feature of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such holder under this
Plan, nor shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval
or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder under this
Plan, and may be effected without consent of any Grantee and without any liability to the Company or its Affiliates or to its or their
respective officers, directors, employees and representatives and the respective successors and assigns of any of the foregoing. The Committee
need not take the same action with respect to all Awards or with respect to all Service Providers. The Committee may take different actions
with respect to the vested and unvested portions of an Award. The Committee may determine an amount or type of consideration to be received
or distributed in a Merger/Sale which may differ as among the Grantees, and as between the Grantees and any other holders of shares of
the Company.


 


14.2.7 The
Committee may determine that upon a Merger/Sale any Shares held by Grantees (or for Grantee’s benefit) are sold in accordance with
instructions issued by the Committee in connection with such Merger/Sale, which shall be final, conclusive and binding on all Grantees.


 


14.2.8 All
of the Committee’s determinations pursuant to this Section 14 shall be at its sole and absolute discretion, and shall be final,
conclusive and binding on all Grantees (including, for clarity, as it relates to Shares issued upon exercise or vesting of any Awards
or that are Awards, unless otherwise determined by the Committee) and without any liability to the Company or its Affiliates, or to their
respective officers, directors, employees, shareholders and representatives, and the respective successors and assigns of any of the foregoing,
in connection with the method of treatment, chosen course of action or determinations made hereunder.


 


14.2.9 If
determined by the Committee, the Grantees shall be subject to the definitive agreement(s) in connection with the Merger/Sale as applying
to holders of Shares including, such terms, conditions, representations, undertakings, liabilities, limitations, releases, indemnities,
appointing and indemnifying shareholders/sellers representative, participating in transaction expenses, shareholders/sellers representative
expense fund and escrow arrangement, in each case as determined by the Committee. Each Grantee shall execute (and authorizes any person
designated by the Company to so execute, as well as (if applicable) the Trustee holding any Shares for the Grantee’s behalf) such
separate agreement(s) or instruments as may be requested by the Company, the Successor Corporation or the acquirer in connection with
such in such Merger/Sale or otherwise under or for the purpose of implementing this Section 14.2, and in the form required by them.
The execution of such separate agreement(s) may be a condition to the receipt of assumed or substituted Awards, payment in lieu of the
Award, the exercise of any Award or otherwise to be entitled to benefit from shares or other securities, cash or other property, or rights,
or any combination thereof, pursuant to this Section 14.2 (and the Company (and, if applicable, the Trustee) may exercise its authorization
above and sign such agreement on behalf of the Grantee or subject the Grantee to the provisions of such agreements).


 






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14.2.10
Notwithstanding the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, to the extent required
to avoid the imposition of taxes or penalties under Section 409A of the Code, no such Award shall become payable as a result of a Merger/Sale
unless such Merger/Sale also constitutes a change in the ownership or effective control of the Company or a change in ownership of a substantial
portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.


 


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


 


		15.	NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY.



 


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


 


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


 


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


 


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


 


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


 






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		16.	CONDITIONS UPON ISSUANCE OF SHARES; GOVERNING PROVISIONS.



 


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


 


16.2. Provisions
Governing Shares. Shares issued pursuant to an Award shall be subject to this Plan and shall be subject to the Articles of Association
of the Company, and any other governing documents of the Company and all policies, manuals and internal regulations of the Company, as
in effect from time to time.


 


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


 


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


 






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		17.	[Reserved].



 


		18.	AGREEMENT REGARDING TAXES; DISCLAIMER.



 


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


 


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


 


18.3. NO
TAX ADVICE. THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING OR
DISPOSING OF AWARDS HEREUNDER. THE COMPANY (INCLUDING ITS AFFILIATES OR ITS AFFILIATES’ EMPLOYEES, DIRECTORS AND OFFICERS) DOES
NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE GRANTEE.


 


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


 






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18.5. The
Company or any Subsidiary or other Affiliate thereof (including the Employer) may take such action as it may deem necessary or appropriate,
in its discretion, for the purpose of or in connection with withholding of any taxes and compulsory payments which the Trustee, the Company
or any Subsidiary or other Affiliate thereof (including the Employer) (or any applicable agent thereof) is required by any Applicable
Law to withhold in connection with any Awards, including, without limitations, any income tax, social benefits, social insurance, health
tax, pension, payroll tax, fringe benefits, excise tax, payment on account or other tax-related items related to the Grantee’s participation
in the Plan and applicable by law to the Grantee (collectively, “Withholding Obligations”).
Such actions may include (i) requiring a Grantees to remit to the Company or the Employer in cash an amount sufficient to satisfy such
Withholding Obligations and any other taxes and compulsory payments, payable by the Company or the Employer in connection with the Award
or the exercise or (if applicable) the vesting thereof; (ii) subject to Applicable Law, allowing the Grantees to surrender Shares to the
Company, in an amount that at such time, reflects a value that the Committee determines to be sufficient to satisfy such Withholding Obligations;
(iii) withholding Shares otherwise issuable upon the exercise of an Award at a value which is determined by the Company to be sufficient
to satisfy such Withholding Obligations; (iv) allowing Grantees to satisfy all or part of the Withholding Obligations by the delivery
(on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company or the Trustee; or (iv) any combination of the foregoing. The Company shall not
be obligated to allow the exercise or vesting of any Award by or on behalf of a Grantee until all tax consequences arising therefrom are
resolved in a manner acceptable to the Company.


 


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


 


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


 


		19.	RIGHTS AS A SHAREHOLDER; VOTING AND DIVIDENDS.



 


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


 


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


 


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


 






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		20.	NO REPRESENTATION BY COMPANY.



 


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


 


		21.	NO RETENTION RIGHTS.



 


Nothing in this Plan, any Award Agreement or in
any Award granted or agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of, or be
in the service of the Company or any Subsidiary or other Affiliate thereof as a Service Provider or to be entitled to any remuneration
or benefits not set forth in this Plan or such agreement, or to interfere with or limit in any way the right of the Company or any such
Subsidiary or other Affiliate thereof to terminate such Grantee’s employment or service (including, any right of the Company or
any of its Affiliates to immediately cease the Grantee’s employment or service or to shorten all or part of the notice period, regardless
of whether notice of termination was given by the Company or its Affiliates or by the Grantee). Awards granted under this Plan shall not
be affected by any change in duties or position of a Grantee, subject to Section 6.6. No Grantee shall be entitled to claim and the
Grantee hereby waives any claim against the Company or any Subsidiary or other Affiliate thereof that he or she was prevented from continuing
to vest Awards as of the date of termination of his or her employment with, or services to, the Company or any Subsidiary or other Affiliate
thereof. No Grantee shall be entitled to any compensation in respect of the Awards which would have vested had such Grantee’s employment
or engagement with the Company (or any Subsidiary or other Affiliate thereof) not been terminated.


 


		22.	PERIOD DURING WHICH AWARDS MAY BE GRANTED.



 


22.1. Awards
may be granted pursuant to this Plan from time to time within a period of ten (10) years from the Effective Date. From and after such
date no grants of Awards may be made and this Plan shall continue to be in full force and effect with respect to Awards or Shares issued
prior to such date that remain outstanding.


 


		23.	AMENDMENT OF THIS PLAN AND AWARDS.



 


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


 


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


 


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


 






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		24.	APPROVAL.



 


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


 


24.2. 102
Awards are conditional upon the filing with or approval by the ITA, if required, as set forth in Section 9.4. Failure to so file
or obtain such approval shall not in any way derogate from the valid and binding effect of any grant of an Award, which is not a 102 Award.


 


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



 


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


 


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


 


25.2.1 It
is the intention of the Company that the Plan as well as Awards granted under the Plan shall be exempt from, or to the extent subject
thereto, to comply with Section 409A , and to the maximum extent permitted, the Plan and the terms and conditions of all Awards shall
be interpreted and administered accordingly.


 


25.2.2 Notwithstanding
anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section
409A of the Code, the Grantee shall not be considered to have terminated employment or service with the Company or its Affiliate for purposes
of the Plan and no payment shall be due to the Grantee under the Plan or any Award until the Grantee would be considered to have incurred
a “separation from service” within the meaning of Section 409A of the Code from the Company and its Affiliates. Any payments
described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless Applicable Law requires otherwise. Each amount to be paid or benefit to be provided under this
Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code..


 


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


 






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25.2.4 Notwithstanding
any other provision in the Plan, any Award Agreement, or any other written document establishing the terms and conditions of an Award,
if any Grantee is a “specified employee,” within the meaning of Section 409A of the Code, as of the date of his or her
“separation from service” (as defined under Section 409A of the Code), then, to the extent required by Treasury Regulation
Section 1.409A-3(i)(2) (or any successor provision) to avoid the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment made to such Grantee of such Award (or other amounts) on account of his or
her separation from service shall not be made before a date that is six months after the date of his or her separation from service (or
death, if earlier).


 


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


 


		26.	GOVERNING LAW; JURISDICTION.



 


This Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of Israel, except with respect to matters that are subject to tax laws,
regulations and rules of any specific jurisdiction, which shall be governed by the respective laws, regulations and rules of such jurisdiction.
Certain definitions, which refer to laws other than the laws of such jurisdiction, shall be construed in accordance with such other laws.
The competent courts located in Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute arising out of or in connection
with this Plan and any Award granted hereunder. By signing any Award Agreement or any other agreement relating to an Award, each Grantee
irrevocably submits to such exclusive jurisdiction.


 


		27.	NON-EXCLUSIVITY OF THIS PLAN.



 


The adoption of this Plan shall not be construed
as creating any limitations on the power or authority of the Company to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Company may deem necessary or desirable or preclude or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group of employees,
which the Company or any Affiliate now has or will lawfully put into effect, including any retirement, pension, savings and stock purchase
plan, insurance, death and disability benefits and executive short-term or long-term incentive plans.


 


		28.	MISCELLANEOUS.



 


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


 


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


 


28.3. Fractional
Shares. No fractional Share shall be issuable upon exercise or vesting of any Award and the number of Shares to be issued shall be
rounded down to the nearest whole Share (and the Company shall have liability to compensate for such fractional shares at any time), with
in any Share remaining at the last vesting date due to such rounding to be issued upon exercise at such last vesting date.


 


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


 






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


 


28.6. Section
16(b) of the Exchange Act. All elections and transactions under this Plan by persons subject to Section 16 of the Exchange Act involving
Shares are intended to comply with any applicable exemptive condition under Rule 16b-3 and the Committee shall interpret and administer
these guidelines in a manner consistent therewith. The Committee may establish and adopt electronic or other administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and
operation of this Plan and the transaction of business hereunder. If an officer or director (as defined in Rule 16a-1) that is subject
to Section 15 of the Exchange Act is designated by the Committee to receive an Award, any such Award shall be deemed approved by the Committee
and shall be deemed an exempt purchase under Rule 16b-3. To the extent applicable, any provisions in this Plan or an Award Agreement inconsistent
with Rule 16b-3 shall be inoperative and shall not affect the validity of this Section 28.6. Notwithstanding anything herein to the
contrary, if the grant of any Award or the payment of a Share with respect to an Award or any election with regard thereto results or
would result in a violation of Section 16(b) of the Exchange Act, any such grant, payment or election shall be deemed to be amended to
comply therewith, and to the extent such grant, payment or election cannot be amended to comply therewith, such grant, payment or election
shall be immediately canceled and the Participant shall not have any rights thereto.


 


28.7. Prohibition
on Executive Officer Loans. Notwithstanding any other provision of the Plan to the contrary, no Grantee who is a member of the Board
or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make
payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan
from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


28.8.
Clawback Provisions. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Grantee actually
or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be
subject to recoupment by the Company to the extent required to comply with Applicable Law or any policy of the Company (subject to Applicable
Law) providing for the reimbursement of incentive compensation, whether or not such policy was in place at the time of grant of an Award.


 


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