Exhibit
4.4


 


InterCure
Ltd.


 


Israeli
Shares and Options Allotment Plan


 


(*Pursuant
to Section 102 of the Income Tax Ordinance (New Version), 5721-1961 and the Amendment to the


Income Tax Ordinance Law (No. 132), 5762-2002)


 




    	 



    	 



    

 


This
Plan, as amended from time to time, will be referred to as the Israeli Shares and Options Allotment Plan of InterCure Ltd. (hereinafter,
respectively: the “Plan” and the “Company”).


 


	1.	Preamble



 


The
purpose of this Plan is to allocate options – exercisable into the Company’s shares – and/or the Company’s shares
to employees, consultants, service providers and directors of the Company and related companies, as defined below, in order to create
incentives for them and share the development and success of the Company with them.


 


	2.	Definitions



 


For
the purposes of the Plan and the documents associated with it, including the Grant Agreement, as defined below, the following definitions
will apply:


 


		2.1	“Option”
                                            means the right to purchase one or more shares of the Company, subject to this Plan.



 


		2.2	“102
                                            Option” or “102 Share” means an option or share that is granted
                                            to employees subject to Section 102 of the Ordinance, as defined in this section below.



 


		2.3	“102
                                            Option with a Trustee” or “102 Share with a Trustee” means an
                                            option or share that is granted subject to Section 102(b) of the Ordinance that is held in
                                            trust by a trustee for the employee.



 


		2.4	“102
                                            Option without a Trustee” or “102 Share without a Trustee” means
                                            an option or share that is granted subject to Section 102(c) of the Ordinance that is not
                                            held in trust by a trustee for the employee.



 


		2.5	“Capital
                                            Gains Option” or “Capital Gains Share” – As defined in
                                            Section 5.4 of the Plan.



 


		2.6	“Work
                                            Income Option” or “Work Income Share” – As defined in
                                            Section 5.5 of the Plan.



 


		2.7	“3(i)
                                            Option” – Means an option that is granted to non-employees subject to Section
                                            3(i) of the Ordinance.



 


		2.8	“Controlling
                                            Shareholder” – As defined in Section 32(9) of the Ordinance.



 


		2.9	“Board
                                            of Directors” means the Company’s Board of Directors.



 


		2.10	“Grant
                                            Agreement” – Means an option grant agreement or a share grant agreement between
                                            the Company and the offeree, which governs and determines the terms of the allotted options
                                            or shares.



 


		2.11	“Committee”
                                            – Means a committee that is appointed by the Board of Directors, whose number of
                                            members will be no fewer than three (with one of the committee members being an external
                                            director and one of them being a director with accounting and financial expertise).



 




    	 



    	 



    

 


		2.12	The
                                            “Company” means InterCure Ltd., a company incorporated under the laws
                                            of the State of Israel.



 


		2.13	“Related
                                            Company” means an “Employer Company” as defined in Section 102(a) of
                                            the Ordinance.



 


		2.14	“Purchasing
                                            Company” means any entity into which the Company merges or that is purchased by
                                            it, provided that the Company is not the surviving company.



 


		2.15	The
                                            “Companies Law” means the Israeli Companies Law, 5759-1999.



 


		2.16	The
                                            “Chairperson” means the Chairperson of the Committee.



 


		2.17	“Grant
                                            Date” means the date on which an option or share is granted, as determined by the
                                            Board of Directors or as stated in the Grant Agreement with the Offeree.



 


		2.18	“Purchase
                                            Date” means, as determined by the Board of Directors or the Committee, the date
                                            on which the Offeree becomes entitled to exercise the options or sell the shares or part
                                            thereof, as stated in Section 11 of the Plan.



 


		2.19	“Option
                                            Expiration Date” means the date on which the option expires, as stated in Section
                                            10.2 of the Plan.



 


		2.20	“Strike
                                            Price” means the price of each share that is subject to an option.



 


		2.21	“Share”
                                            means an ordinary share of the Company, without par value each.



 


		2.22	“Trustee”
                                            means anyone appointed by the Company to serve as a trustee, and approved by the tax
                                            authorities, and all subject to Section 102(a) of the Ordinance.



 


		2.23	“Offeree”
                                            means a person to whom options or shares are granted under the Plan.



 


		2.24	“Reason”
                                            means each of the following: (a) conviction of an offense that entails moral turpitude
                                            or an offense that affects the Company and/or related companies; (b) embezzlement of the
                                            Company’s funds and/or funds of related companies; (c) a fundamental breach of their
                                            obligations to the Company; (d) an immoral act that caused damage to the Company’s
                                            reputation; (e) any act or omission that, in the Company’s view, could harm the condition
                                            or reputation of the Company.



 


		2.25	“Section
                                            102” means Section 102 of the Ordinance, in its present form or as amended in the
                                            future, and all of the rules and/or regulations and/or any ruling and/or other statute pursuant
                                            to that section, including the Income Tax Rules (Special Tax Terms with Respect to Allotting
                                            Shares to Employees), 5763-2003.



 




    	 



    	 



    

 


		2.26	“Employee”
                                            means an employee employed by the Company or a related company and a senior officer or
                                            director of the Company or a related company (even if there is no employer-employee relationship
                                            between the parties), to the exclusion of controlling shareholders.



 


		2.27	“Transaction”
                                            means (1) a merger, acquisition, or reorganization of the Company with or into another
                                            company, provided that the Company is not the surviving company; (2) the sale of all or a
                                            substantial part of the Company’s operations.



 


		2.28	The
                                            “Ordinance” means the Income Tax Ordinance (New Version), 5721-1961, in
                                            its present form or as amended in the future.



 


		2.29	The
                                            “Tax Authorities” means the tax authorities in Israel.



 


		2.30	“Non-Employee”
                                            means a consultant, service provider, controlling shareholder or any other entity that
                                            is not an employee.



 


		2.31	“Market
                                            Value” – At any given time, the value of a share, which will be determined
                                            as follows:



 


		(1)	If
                                            the shares are listed for trade on a known stock exchange or a national market system, the
                                            market value will be the closing price of the share (or, if the closing quote if no sales
                                            are reported), as reported on the stock exchange or the national market system as stated
                                            on the last day that preceded the effective date, as reported by any source, which will be
                                            selected by the Board of Directors at its discretion.



 


			Without
derogating from the foregoing, and only for the purpose of determining tax liabilities in accordance with Section 102(b)(3) of the Ordinance,
if, on the Option Grant Date or the Share Grant Date, the Company’s shares are listed for trade on any stock exchange or national
market system, or if the Company’s shares are listed for trade within ninety (90) days of the Option or Share Grant Date, the Market
Value of the share on the option allotment date or the share allotment date will be determined according to the average value of the
Company’s shares during the thirty (30) trading days that precede the Option or Share Grant Date, or during the thirty (30) trading
days after the public offering date, as the case may be.









 


		(2)	If
                                            there is a current report on the shares through a licensed share trader, but there is no
                                            report on sale prices, the Market Value will be determined according to the average of the
                                            highest offer and the lowest price of the shares on the last trading day that precedes the
                                            record date; or



 


		(3)	In
                                            the absence of a regulated share market, the Market Value will be determined by the Board
                                            of Directors in good faith.



 


		2.33	The
                                            “Plan” means this Plan.



 




    	 



    	 



    

 


	3.	Plan
                                            Management



 


		3.1	This
                                            Plan will be directly managed by the Company’s management, or pursuant to the Committee’s
                                            recommendation, subject to any valid law, and the Company’s Articles of Association.
                                            The Board of Directors will have residual authority in the event where no Committee is appointed
                                            or if the Committee ceases to serve as the Committee for any reason whatsoever, or if the
                                            Committee is not authorized to act under applicable law under the supervision and pursuant
                                            to the approval of the Board of Directors.



 


		3.2	The
                                            Committee will select one of its members as a Chairperson and will convene on the dates and
                                            places that will be determined by the Chairperson. The Committee’s meetings will be
                                            recorded by means of minutes. The Committee will determine rules and regulations for the
                                            management of its work, in accordance with its discretion.



 


		3.3	The
                                            Committee will have the absolute exclusive authority and discretion with respect to providing
                                            the Board of Directors with recommendations, and the Board of Directors will have the exclusive
                                            and absolute discretion to decide as follows:



 


		(1)	To
                                            determine the identity of the Offerees and the number of options or shares that is granted
                                            the Offerees;



 


		(2)	To
                                            determine the terms of the Grant Agreements, including the number of options or shares that
                                            are granted to each Offeree, the number of shares that are subject to each option, the times
                                            and exercise conditions of the option, and the Strike Price, and to apply restrictions on
                                            the transferability of the options and/or shares, as well as and terms with respect to the
                                            seizure of options and shares, and to cancel and suspend grants.



 


		(4)	To
                                            choose the taxation terms of 102 Options with a Trustee or of 102 Shares with a Trustee.



 


		(5)	To
                                            determine the type of option or share that is granted in accordance with Section 102.



 


The
Board of Directors will have the absolute authority and discretion to decide as follows:


 


		(1)	To
                                            change restrictions and conditions that apply to options or shares;



 


		(2)	To
                                            interpret the terms of the Plan and to supervise the Plan’s management;



 


		(3)	To
                                            fully or partially accelerate the purchase dates of the options or shares that were granted
                                            to each Offeree, subject to Section 102 of the Ordinance;



 


		(4)	To
                                            suspend, terminate or cancel the Plan, in whole or in part, to amend or change the Plan and
                                            its provisions.



 


		(5)	To
                                            make decisions or determinations with respect to any other matter that is necessary for the
                                            Plan’s management.



 




    	 



    	 



    

 


		3.4	The
                                            Board of Directors will have the authority to grant to the Offeree, at its discretion, in
                                            exchange for canceling the option that was granted to him, a new option whose Strike Price
                                            is identical, lower or higher than the Strike Price of the original option that was canceled,
                                            and that is subject to other terms, or to change the Strike Price of the option as determined
                                            by the Board of Directors in accordance with the terms of the Plan.



 


		3.5	Subject
                                            to the Company’s Articles of Association, all of the decisions of the Board of Directors
                                            and/or Committee in connection with the Plan will be made by a majority of votes, but any
                                            member of the Board of Directors or Committee will be deprived of the right to vote or the
                                            right to rank among the members that are needed for the approval or decision of the Board
                                            of Directors and/or Committee with respect to granting options or shares to that member.
                                            Any written decision of the Board of Directors and/or Committee will be made in accordance
                                            with the Company’s Articles of Association.



 


		3.6	The
                                            Committee’s interpretation with respect to each section of the Plan or the Grant Agreement
                                            will be final and absolute, unless determined otherwise by the Board of Directors.



 


		3.7	Subject
                                            to the Company’s Articles of Association and the Company’s decision, and subject
                                            to all of the certificates required under applicable law, including the Companies Law, each
                                            member of the Board of Directors or Committee will be indemnified, will not be held personally
                                            liable, and will not be liable in any way, for a reasonable expense that they incur (including
                                            reasonable consultation expenses) in connection with actions that were taken by them or that
                                            they refrain from doing in connection with the Plan, unless such actions were taken fraudulently
                                            or in bad faith, up to the amount that is determined by applicable law and/or the Company’s
                                            Articles of Association. Such indemnification will be in addition to the right to indemnification
                                            that the member has, if applicable, by virtue of their being a director of the Company or
                                            pursuant to the provisions of the Company’s Articles of Association, an agreement,
                                            a resolution of the general meeting of shareholders, insurance policies, etc.



 


	4.	Determining
                                            the Plan Participants



 


		4.1	Among
                                            those qualified to participate in the Plan as Offerees are employees and Non-Employees of
                                            the Company or of Related Companies, provided that: (1) employees will only receive 102 Options
                                            or Shares; (2) Non-Employees will only receive 3(i) Options; (3) Controlling Shareholders
                                            will only receive 3(i) Options.



 


		4.2	The
                                            granting of an option or a share to an Offeree under this Plan does not entitle the recipient
                                            of the Option or Share to or deprive them of the right to participate in other allotments
                                            by virtue of the Plan or any other grant or share allotment plan of the Company or of related
                                            companies.



 




    	 



    	 



    

 


		4.3	Without
                                            derogating from the foregoing, any granting of an option or a share to a director and officers
                                            will be approved and implemented in accordance with the provisions of the Companies Law,
                                            as in force from time to time, and/or any law that supersedes it.



 


	5.	Determining
                                            the type of options or shares in accordance with Section 102



 


		5.1	The
                                            Company can determine the type of options or shares that will be granted to employees in
                                            accordance with Section 102 as Non-Trustee 102 Options or Non-Trustee 102 Shares or Trustee
                                            102 Options or Trustee 102 Shares.



 


		5.2	The
                                            granting of Trustee 102 Options or Trustee 102 Shares under this Plan will be subject to
                                            the approval of the Plan by the Board of Directors as stated in Section 14 below, and will
                                            be subject to the Plan’s approval by the Tax Authorities.



 


		5.3	Trustee
                                            102 Options or Trustee 102 Shares can be classified as Capital Gains Options or Capital Gains
                                            Shares or as Work Income Options or Work Income Shares.



 


		5.4	Trustee
                                            102 Options or Trustee 102 Shares with respect to which the Company determined that the tax
                                            that will apply will be capital gains tax in accordance with Section 102(b)(2) of the Ordinance
                                            and Section 12(b)(3) of the Ordinance will be hereinafter referred to as “Capital
                                            Gains Options” or “Capital Gains Shares,” respectively.



 


		5.5	Trustee
                                            102 Options or Trustee 102 Shares with respect to which the Company determined that the tax
                                            that will apply will be work income tax in accordance with Section 102(b)(1) of the Ordinance
                                            will be hereinafter referred to as “Work Income Options” or “Work
                                            Income Shares,” respectively.



 


		5.6	The
                                            Company’s choice with respect to the type of Trustee 102 Option or Trustee 102 Share
                                            as a Capital Gains Option or Capital Gains Share or as a Work Income Option or as a Work
                                            Income Share (hereinafter: the “Choice”) will be submitted as required
                                            to the Tax Authorities before the allotment date. The Choice will enter into force as of
                                            the first grant date and will remain in force at least until the end of the year after the
                                            year in which the Company grants a Trustee 102 Option or Trustee 102 Share for the first
                                            time. The Choice will only require the Company to grant the Trustee 102 Options or the Trustee
                                            102 Shares that it chose, and it will apply to all of the Offerees who receive Trustee 102
                                            Options or Trustee 102 Shares in the course of the aforementioned period of time, and all
                                            in accordance with Section 102(g) of the Ordinance. For the avoidance of doubt, the Choice
                                            will not prevent the Company from simultaneously granting Non-Trustee 102 Options or Non-trustee
                                            102 Shares.



 


		5.7	All
                                            of the Trustee 102 Options or Trustee 102 Shares will be held in trust by a trustee, as described
                                            in Section 6 below.



 


		5.8	For
                                            the avoidance of doubt, the determination of the type of Trustee 102 Options or Trustee 102
                                            Shares or Non-trustee 102 Options or Non-trustee 102 Shares will be subject to the conditions
                                            of Section 102 of the Ordinance.



 




    	 



    	 



    

 


		5.9	In
                                            case of Trustee 102 Options or Trustee 102 Shares, the terms of the Plan and/or Grant Agreement
                                            will be subject to the terms of Section 102 of the Ordinance and the approval of the tax
                                            assessor, and those terms and approval will be an integral part of the Plan and the Grant
                                            Agreement. All of the conditions of Section 102 and/or the approval as stated, which are
                                            necessary for obtaining and/or maintaining special tax benefits in accordance with Section
                                            102, and which are not expressly stated in the Plan or Grant Agreement, will be regarded
                                            as applicable to and binding on the Company and the Offerees.



 


	6.	Trustee



 


		6.1	Trustee
                                            102 Options or Trustee 102 Shares that are granted pursuant to the Plan and/or shares that
                                            are issued pursuant to the exercise of Trustee 102 Options and/or other shares that are issued
                                            pursuant to the exercise of rights, including bonus shares, will be allotted or issued in
                                            the name of the Trustee and held by them in the course of the periods of time that are set
                                            forth and required under Section 102 and/or any law and/or regulations and special rules
                                            that are enacted pursuant thereto (hereinafter: the “Block Period”). If
                                            the conditions for granting Trustee 102 Options are Trustee 102 Shares are not fulfilled,
                                            then the Trustee 102 Options or Trustee 102 Shares that were granted might be regarded as
                                            Non-trustee Options or Non-trustee 102 Shares, and all in accordance with the conditions
                                            of Section 102.



 


		6.2	The
                                            Trustee will not provide the Offeree with shares that were allotted as a result of the exercise
                                            of Trustee 102 Options or Trustee 102 Shares before the full payment of the tax liability
                                            that stems from the Trustee 102 Shares or Trustee 102 Options or that were granted to the
                                            Offeree and/or the shares that were allotted as a result of their exercise as stated.



 


		6.3	With
                                            regard to Trustee 102 Options or Trustee 102 Shares, subject to the conditions of Section
                                            102 of the Ordinance, an Offeree will not sell or transfer shares from the Trustee, including
                                            bonus shares and options and/or shares that were granted to the Offeree in the framework
                                            of warrants, until the lapse of the Block Period that is required pursuant to Section 102
                                            of the Ordinance. The aforementioned notwithstanding, if such a sale or transfer takes place
                                            within the Block Period, the sanctions under Section 102 of the Ordinance will apply to the
                                            Offeree, and the Offeree will pay the tax derived from the provisions of Section 102 of the
                                            Ordinance.



 


		6.4	Upon
                                            receiving a Trustee 102 Option or Trustee 102 Share, the Offeree will sign an undertaking
                                            to release the Trustee from any liability for actions or decisions that were made in good
                                            faith in connection with the Plan, or for any Trustee 102 Option or share that was granted
                                            to them. It is hereby clarified that, in the framework of this signature, the Offeree will
                                            release the Company from any liability for the Trustee’s actions.



 




    	 



    	 



    

 


	7.	Reserved
                                            shares, restrictions



 


		7.1	The
                                            Company may allot options or shares under the Plan and other compensation plans that it chooses
                                            to implement in the future, subject to adjustments as a result of changes in the Company’s
                                            equity, as stated in Section 9 below, up to the number of shares of which its registered
                                            and unpaid share capital consists. If an option that was granted under the Plan expires or
                                            is canceled before the exercise date, or if the Offeree waives the exercise of an option
                                            as stated, the shares that were not purchased by virtue of the option will be available with
                                            respect to the Plan, and they could be used, including for the purpose of their re-allotment
                                            to other Offerees.



 


		7.2	The
                                            granting of an option or share to an Offeree under the Plan will be pursuant to a written
                                            Grant Agreement between the Company and the Offeree in the form approved by the Board of
                                            Directors pursuant to the recommendation of the Committee, as provided from time to time.
                                            Each Grant Agreement will state, inter alia, the number of shares derived from the
                                            exercise of the option, the type of option or share granted (e.g., Capital Gains Option,
                                            Work Income Option, Non-Trustee 102 Option, or Option 3(i)), the grant date, the Strike Price
                                            of the share, the expiration date of the option and other terms as determined by the Committee
                                            or Board of Directors, provided that they are in line with the terms of the Plan.



 


	8.	Strike
                                            Price



 


		8.1	The
                                            Strike Price of each share with respect to the option will be determined by the Board of
                                            Directors at its sole discretion and in accordance with the provisions of applicable law,
                                            and subject to the guidelines of the Committee as provided from time to time. The Strike
                                            Price for each Offeree will be determined in the Option Agreement that is signed between
                                            the Offeree and the Company.



 


		8.2	The
                                            Strike Price will be paid on the option’s exercise date in a way that is determined
                                            by the Board of Directors, including cash or check. The Board of Directors will have the
                                            authority to postpone the payment date under the terms determined by it.



 


		8.3	The
                                            Strike Price will be denominated in the main currency used in the economic environment of
                                            the Company or the Offeree (i.e., the functional currency of the Company or the currency
                                            in which the employee is paid), as determined by the Company.



 


		8.4	Without
                                            derogating from the generality of the foregoing, and subject to the payment of applicable
                                            tax by the Offeree, the Board of Directors of the Company will have the authority to enable
                                            the Offerees to exercise the options under the Plan or to determine that they will exercise
                                            the options under the plan, in whole or in part, through the mechanism used to exercise options
                                            into shares on the basis of the bonus component (net exercise), pursuant to which the Offeree
                                            will be entitled to receive shares that reflect the bonus component of the options that are
                                            exercised in accordance with the following formula, in exchange for the par value of the
                                            shares, and that alone.



 


For
the avoidance of doubt, it is hereby clarified that, according to this exercise method, the options can only be exercised into the number
of shares that reflects the bonus component. The Offeree will not pay the Strike Price only for the purposes of calculating the bonus
component.


 




    	 



    	 



    

 


The
number of shares that can be purchased by the Offeree under this mechanism in exchange for the par value will be determined according
to the following formula:


 











 


Y
= The number of exercisable options whose grant date has elapsed and have yet to be exercised, and that the Offeree wishes to exercise
using this mechanism, subject to the adjustments that are set forth in the Option Plan.


 


A
= The market value of each share on the exercise date.


 


B
= The Strike Price of each option, subject to the adjustments determined in the Option Plan.


 


N
= The par value of each share.


 


	9.	Adjustments



 


Upon
each of the following events, the Offeree’s right to purchase shares under the Plan will be subject to the following adjustments:


 


		9.1	In
                                            case of a Transaction (as defined above), each option or share granted under the Plan that
                                            is yet to be exercised or with respect to a share – if its Block Period is yet to elapse,
                                            it will be replaced by or converted into options or shares, respectively, according to the
                                            number of shares under the warrant that have yet to be exercised or according to the number
                                            of blocked shares, or any security of the purchasing company (or a parent company or a subsidiary
                                            of the purchasing company), which were distributed to the shareholders of the Company against
                                            shares with respect to the aforementioned transaction, and the Strike Price of the share
                                            will be suitably adjusted (with respect to the aforementioned options) so as to reflect such
                                            an event, and all of the other conditions of the Grant Agreement will remain in force, including
                                            the grant date, and all as determined by the Board of Directors, whose decision will be exclusive
                                            and final. The Company will inform the Offeree of the transaction in a manner and form that
                                            will be deemed appropriate by the Company at least ten (10) days before the Record Date of
                                            Transaction.



 




    	 



    	 



    

 


		9.2	Without
                                            derogating from the foregoing and subject to the provisions of applicable law, the Board
                                            of Directors will have the authority to determine, at its exclusive and final discretion
                                            and in connection with certain grant agreements, that the Grant Agreement contain a section
                                            that states that if, upon the occurrence of the Transaction as stated in Section 9.1 above,
                                            the purchasing company (or a parent company or a subsidiary of the purchasing company) does
                                            not agree to convert or replace the blocked options and/or shares, the grant dates of all
                                            or some of the blocked options or shares, whose grant date has yet to elapse, will be earlier,
                                            and the Offeree will be entitled to exercise those options or sell the blocked shares ten
                                            (10) shares before the occurrence of the Transaction described in Section 9.1 above.



 


		9.3	For
                                            the purpose of Section 9.1 above, the option (in this paragraph below, including Block Shares,
                                            mutatis mutandis) will be regarded as replaced or converted if, following the Transaction,
                                            the option grants the right to purchase or receive, with respect to any share that is subject
                                            to the option, immediately before the Transaction, the consideration (shares, options, cash
                                            or securities or any other asset) received as a result of the Transaction by the shareholders
                                            with respect to any share held on the Record Date of the Transaction (and, if such holders
                                            are given a choice with respect to the consideration, the type of consideration chosen by
                                            the holders of the majority of shares); provided that, if such consideration is received
                                            in case of a transaction is not only given in the form of ordinary shares (or the equivalent
                                            thereof) of the purchasing company (or a parent company or a subsidiary thereof), the Board
                                            Directors may, after receiving the consent of the purchasing company, determine that the
                                            consideration that is received upon the exercise of the option will only consist of ordinary
                                            shares (or the equivalent thereof) of the purchasing company (or the parent company or its
                                            subsidiary), whose market price is equal to the price of the share received by the holders
                                            of the majority of the shares involved in the Transaction; and provided that the Board of
                                            Directors may determine, at its discretion, that, in such cases of replacement or conversion
                                            of options against an option of the purchasing company, such an option will be replaced against
                                            any type of any other asset, including cash, in a manner that is fair under the circumstances.



 


		9.4	If
                                            it is decided to voluntarily liquidate the Company when options exist that are yet to be
                                            exercised under the Plan, the Company will inform all of the option holders of the aforementioned
                                            decision, and each option holder will have ten (10) days to exercise the options that have
                                            yet to be exercised and whose grant date has elapsed, in accordance with the exercise process
                                            that is presented below. Upon the lapse of those 10 days, all the options that have yet to
                                            be elapsed by that date will immediately expire.



 


		9.5	In
                                            any event where changes occur to the issued share capital of the Company by way of a dividend
                                            distribution into shares (bonus shares), share splitting, consolidation or replacement, changes
                                            to the Company’s capital structure or any similar event, the number and type of shares
                                            that can be allotted under the Plan and/or the number and type of shares that will be derived
                                            from the exercise of the options under the Plan will be adjusted, and the Strike Price will
                                            be adjusted pro rata so as to proportionally preserve the number of shares and their cumulative
                                            Strike Price.



 




    	 



    	 



    

 


		9.6	If
                                            the Company offers its shareholders securities of any kind by way of issuing rights of the
                                            Company, no adjustment will be made on account of those rights.



 


If
the Company distributes a dividend, and the record date of the entitlement to the dividend distribution falls before the end of the exercise
period of the unregistered warrants, the Strike Price of the warrants will be adjusted by way of multiplying it by the ratio between
the price of the Company’s shares on the stock exchange, adjusted for the dividend distribution, as determined by the Stock Exchange
(hereinafter: the “X Dividend Price”) and the closing price determined on the Stock Exchange of the Company’s
share on the last trading day before the X dividend date. The Company will notify of the aforementioned adjusted Strike Price of the
warrants, by way of an immediate report, before trading starts on the X dividend day.


 


		9.7	Pursuant
                                            to instructions of the Tel Aviv Stock Exchange following the transition into settlements
                                            on the T+1 day with respect to shares that are convertible into securities, the options will
                                            not be converted on the Record Date of bonus share distribution, into an offering by way
                                            of rights, into a dividend distribution, into capital consolidation, into capital splitting
                                            or capital reduction (each of the foregoing will be hereinafter referred to as a “Company
                                            Event”). In addition, if the X day of a Company Event falls before the Record Date
                                            of the Company Event, the option will not be converted on the X day as stated.



 


	10.	Terms
                                            of options and shares and exercising options



 


		10.1	If
                                            an Offeree is offered the exercise of the option in their possession, they will notify the
                                            Company or a representative thereof of this in writing, in the form and manner determined
                                            by the Company, and, as needed, by the Trustee in accordance with the requirements of Section
                                            102. The exercise will be in force upon the receipt of the exercise notice by the Company
                                            and/or a representative thereof and the payment of the Strike Price by the Company’s
                                            office or a representative thereof. In the notice, the Offeree will state the number of shares
                                            with respect to the option that the Offeree wishes to exercise. In addition, all of the other
                                            documents that the Offeree is required to sign will be attached to the notice, as a condition
                                            for the Option’s exercise, as stated in the Plan and the option agreement, and pursuant
                                            to the decision of the Board of Directors.



 


		10.2	The
                                            Option will expire if it is not converted into a share beforehand, on the earlier of the
                                            following: (1) The expiration date as stated in the option agreement, provided that the period
                                            of time for the aforementioned exercise does not exceed 12 years as of the grant date; (2)
                                            the expiry of the term in the cases stated in Section 10.5 below.



 


		10.3	The
                                            options or any part thereof will be exercisable by the Offeree in full at any time, from
                                            time to time, if the grant and exercise date of the option have elapsed, and before the expiration
                                            date, provided that, subject to the conditions of Section 10.5 below, the Offeree is employed
                                            by or provides services to the Company or related companies at any time during the period
                                            of time that begins upon granting the option and ends on its exercise date.



 




    	 



    	 



    

 


		10.4	Subject
                                            to Section 10.5 below, the Offeree ceases to be an employee or a service provider of the
                                            Company or related companies, all of the options granted to it will expire in accordance
                                            with Section 10.5. Notice of the termination of labor relations or the provision of services
                                            will be regarded as the termination of such a relationship. For the avoidance of doubt, in
                                            the event where a labor relationship or service provision is terminated, the options whose
                                            grant date has yet to elapse on the date on which the relationship terminates will not be
                                            granted and will not be exercisable, except pursuant to a certain decision of the Board of
                                            Directors.



 


		10.5	The
                                            aforementioned notwithstanding, and unless otherwise stated in the option agreement of the
                                            Offeree, the Offeree may exercise an option on a date that falls after the termination of
                                            the employer-employee or service provision relationship in the course of an additional period
                                            of time after the termination of the relationship, but only with respect to options whose
                                            grant date has elapsed on the date on which the relationship was terminated, in accordance
                                            with the grant periods of the option, and all in accordance with the following cases:



 


		(1)	If
                                            the relationship was terminated without a Reason, the Offeree will have the right to exercise
                                            the options that he was entitled to exercise under the option agreement in accordance with
                                            the grant dates and provided that they have yet to expire, for three (3) months after the
                                            end of the relationship.



 


		(2)	If
                                            the relationship ended as a result of the Offeree’s death or disability, the Offeree
                                            or his legal heirs will have the right to exercise the options that the Offeree was entitled
                                            to exercise under the grant agreement in accordance with the grant dates and provided that
                                            they have yet to expire for three (3) months after the end of the relationship.



 


		(3)	The
                                            Board of Directors has approved, on a date that precedes the end of the relationship, or
                                            thereafter, or a special date determined for this purpose in the employment agreement signed
                                            with the Employee, the extension of the terms of the options that have yet to expire, beyond
                                            the date of the end of the relationship, by a period of time that will not exceed the original
                                            period of time that was determined for the exercise of the option, and all subject to the
                                            provisions of Section 102 of the Ordinance.



 


For
the avoidance of doubt, if the relationship was terminated because of a Reason, the options will expire for all intents and purposes
(whether or not the Offeree, on the date of the relationship’s termination, was entitled to exercise some of the options) and the
Offeree will have no rights in connection with the options.


 


		10.6	The
                                            Offeree for whom the Trustee holds shares, has the right to participate in shareholder meetings,
                                            and the right to receive dividends and any other right that Company shareholders have.



 


		10.7	A
                                            grant agreement that is approved under the Plan may include additional conditions, at the
                                            Board of Directors’ discretion from time to time.



 




    	 



    	 



    

 


		10.8	With
                                            regard to Non-trustee 102 Options, upon the termination of the relationship with the Company
                                            or related companies and the Offeree, the Offeree will provide the employer with collateral
                                            or a guarantee for the payment of the tax that applies on the date of the shares’ sale,
                                            and all in accordance with Section 102 of the Ordinance. If the Offeree fails to provide
                                            collateral, the warrants will expire.



 


		10.9	Under
                                            blocked share grant agreements, the Offeree will be entitled to participate in shareholder
                                            meetings, receive dividends, and any other right that Company shareholders have, but they
                                            will not be able to sell the blocked shares or transfer them to their possession before their
                                            purchase date has elapsed. Upon the end of the relationship, the Offeree will be entitled
                                            to all of the blocked shares whose grant date has elapsed. Blocked shares whose grant date
                                            has yet to elapse will be repurchased by the Company in exchange for their par value and
                                            subject to the provisions of applicable law.



 


	11.	Terms
                                            of options and shares (continued)



 


		11.1	Subject
                                            to the terms of the Plan, any blocked option or share can be exercised or sold, respectively,
                                            according to the grant dates and with respect to the number of shares as determined in the
                                            grant agreement. However, the options will not be exercisable after the expiration date.



 


		11.2	Blocked
                                            options and shares can be subject to additional conditions that pertain to the date of their
                                            exercise or blocking, respectively, as determined by the Board of Directors at its discretion.
                                            The grant dates of the blocked options and shares may differ from each other.



 


	12.	Dividends



 


All
shares (apart, for the avoidance of doubt, from options that are yet to be exercised) allotted to Offerees or the Trustee, as the case
may be, against the exercise of options, will entitle their owners to the right to receive dividends according to the number of shares,
subject to the Company’s Articles of Association and subject to the taxes that apply to such a dividend distribution, as the case
may be and subject to Section 102 of the Ordinance and the rules, regulations, orders and procedures derived therefrom.


 


	13.	Plan
                                            Period



 


The
Plan will enter into force upon its adoption by the Company’s Board of Directors, and will expire ten (10) years after its adoption.


 


	14.	Changes
                                            to or termination of the Plan



 


At
any time, and, as the case may be after consulting the Trustee, the Board of Directors may amend, change, suspend or terminate the Plan.
Such amendments, changes, suspensions or termination will not derogate from the rights of any Offeree, unless a written agreement is
reached by the Offeree and the Company, signed by the Offeree and the Company. The termination of the Plan will not derogate from the
rights of the Committee to exercise the powers entrusted to it under the Plan, with respect to options that were granted under the Plan
before its termination.


 




    	 



    	 



    

 


	15.	Applicable
                                            rules



 


The
Plan and the granting and exercise of options and shares thereunder, and the Company’s undertaking to sell and transfer shares
by virtue of the options, will be subject to all of the suitable laws, regulations and rules of the State of Israel or the United States
or any other country that has jurisdiction over the Company and the Offeree, including the registration of the shares in accordance with
the United States Securities Act of 1933, the Ordinance and the certificates issued by government ministries or stock exchanges, as required.
The above does not require the Company to list its shares in accordance with the securities laws of any judicial authority.


 


	16.	Continued
                                            employment



 


No
provision of this Plan and the grant agreement with the Offeree may be interpreted as an undertaking and/or consent on the part of the
Company and/or any related company to continue to employ the Offeree, and no provision of the agreement and/or Plan may be interpreted
as granting the Offeree any right to continue to be employed by or to provide services to the Company and/or a related company, or as
restricting the right of the Company and/or a related company to terminate the employment of any Offeree at any time.


 


	17.	Applicable
                                            law and jurisdiction



 


The
Plan will be managed, interpreted and enforced in accordance with the laws of the State of Israel that apply to agreements that were
made therein, regardless of choice of law principles. The exclusive jurisdiction under this Plan will be entrusted to the competent courts
in Tel Aviv, Israel.


 


	18.	Taxation
                                            and other arrangements that pertain to the transfer of shares to the Offeree



 


		18.1	The
                                            Offeree will exclusively incur all of the tax liabilities that are derived from the allotment,
                                            granting and exercise of options, and shares, and the transfer of and payment for shares
                                            pursuant to the exercise of options or any other act (of the Company and/or related companies
                                            and/or the Trustee and/or the Offeree). The Company and/or related companies and/or the Trustee
                                            will deduct, in accordance with applicable law, regulations and rules, all taxes, including
                                            withholding taxes. The Offeree agrees to indemnify the Company and/or related companies and/or
                                            the Trustee for and to exempt them from any liability with respect to the payment of such
                                            taxes, interest and fines, as well as any other payments, including charges that originate
                                            in the need to withhold tax or the failure to withhold tax with respect to any payment that
                                            was transferred to the Offeree.



 


		18.2	The
                                            Company and/or the Trustee, as the case may be, will not transfer share certificates to the
                                            Offeree until all of the aforementioned compulsory payments are paid in full.



 




    	 



    	 



    

 


	19.	The
                                            Plan’s non-exclusivity



 


The
adoption of the Plan by the Board of Directors will not be interpreted as amending, changing or canceling any incentivizing arrangement
that was approved beforehand or as restricting the Board of Director’s authority to adopt other incentivizing arrangements as it
deems fit, including the granting of additional options not under the Plan, and those arrangements can apply generally or in certain
cases.


 


For
the avoidance of doubt, any previous granting of options to Offerees in the framework of their employment agreements and not in the framework
of a previous option plan will not be regarded as approved incentivizing arrangements for the purposes of this section.


 


	20.	Multiple
                                            agreements



 


The
terms of each option and share may differ from those of other options and shares that are granted under the Plan, at the same time. The
Board of Directors may grant more than one option to any Offeree in the course of the Plan Period, whether in addition to or as an alternative
to one or more options that were granted to that Offeree.