Exhibit 10.14


 


OUTBRAIN INC.


 


EMPLOYEE STOCK PURCHASE PLAN


 


Effective as of [_______], 2021


 






    


     


    

 


TABLE
OF CONTENTS


 


Page


 


		SECTION 1.	GENERAL	1






		1.1.	Purpose	1






		1.2.	Operation and Administration	1






	SECTION 2.	METHOD OF PURCHASE	1






		2.1.	Eligibility	1






		2.2.	Participation Election	2






		2.3.	Purchase of Stock	2






		2.4.	Termination of Participation	3









	SECTION 3.	OPERATION
AND ADMINISTRATION	3





		3.1.	Effective Date	3






		3.2.	Shares Subject to Plan	3






		3.3.	Adjustments to Shares	4






		3.4.	Limit on Distribution	4






		3.5.	Withholding	5






		3.6.	Transferability	5






		3.7.	Limitation of Implied Rights	5






		3.8.	Evidence	5






		3.9.	Action by Employers	5






		3.10.	Gender and Number	6









	SECTION 4.	COMMITTEE	6





		4.1.	Administration	6






		4.2.	Selection of Committee	6






		4.3.	Powers of Committee	6






		4.4.	Delegation by Committee	6






		4.5.	Information to be Furnished to Committee	6






		4.6.	Liability and Indemnification of Committee	7









	SECTION 5.	AMENDMENT
AND TERMINATION	7








	SECTION 6.	DEFINED
TERMS	7


 






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OUTBRAIN INC.

EMPLOYEE STOCK PURCHASE PLAN


 


SECTION 1.

GENERAL


 


1.1.          Purpose.
The Outbrain Inc. Employee Stock Purchase Plan (the “Plan”), effective as of [______, 2021], has been established by Outbrain
Inc. (the “Company”) to provide eligible employees of the Company and the Related Companies with an opportunity to acquire
a proprietary interest in the Company through the purchase of common shares of the Company (“Stock”). The Plan is intended
to permit the Committee to make offerings that are intended to qualify as an employee stock purchase plan under Section 423 of the
Code, and the provisions of the Plan are to be construed in a manner consistent with the requirements of that section for offerings intended
to meet such requirements, and to permit the Committee to make offerings that are not intended to satisfy the requirements of Section 423
of the Code.


 


1.2.          Operation
and Administration. The operation and administration of the Plan shall be subject to the provisions of Section 3. Capitalized
terms in the Plan shall be defined as set forth in Section 6 or elsewhere in the Plan.


 


SECTION 2.

METHOD OF PURCHASE


 


2.1.          Eligibility.
Plan participation shall be available to (and shall be limited to) all persons who are employees of the Employers, except that the following
persons shall not be eligible to participate in the Plan unless otherwise specified by the Committee with respect to a specific Subscription
Period:


 


		(a)	An employee who has been employed less than 500 hours and less than six months.



 


		(b)	An employee whose customary employment is 20 hours or less per week.



 


		(c)	An employee whose customary employment is for not more than five months in any calendar year.



 


		(d)	An employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are
also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with respect
to whom either one or both of the following apply: (i) the grant of an option under the Plan or an offering to a citizen or resident
of the foreign jurisdiction is prohibited under the laws of such jurisdiction; or (ii) compliance with the laws of the foreign jurisdiction
would cause the Plan or offering to violate the requirements of Section 423 of the Code.



 






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Notwithstanding the foregoing
provisions of this subsection 2.1, an individual may participate in the Plan for any Subscription Period only if he or she is employed
by an Employer on the first day of that period. Additionally, notwithstanding the foregoing provisions of this subsection 2.1, the following
persons shall not be eligible to participate in any offering under the Plan intended to satisfy the requirements of Section 423 of
the Code: an employee who owns, or who would own upon the exercise of any rights extended under the Plan and the exercise of any other
option held by the employee (whether qualified or non-qualified), shares possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company or of any parent or subsidiary corporation.


 


2.2.          Participation
Election. The Committee shall establish “Subscription Periods” (of not longer than twenty-seven months for any offering
period intended to satisfy the requirements of Section 423 of the Code) for the accumulation of funds necessary for payment of the
Purchase Price (as defined in subsection 2.3) of Stock under the Plan. For any Subscription Period, an eligible employee shall become
a Plan ‘Participant’ by filing, with the Committee, a written payroll deduction authorization with respect to Compensation
otherwise payable to the Participant during the period. Such payroll deductions shall be any full percentage of the Compensation of the
Participant, or any specified whole dollar amount, up to but not more than 20% of his or her Compensation unless otherwise specified by
the Committee. After the beginning of the Subscription Period, and except as otherwise provided in subsection 2.4, a Participant may not
alter the rate of his or her payroll deductions for that period. Subject to the limitations of subsection 2.3, each eligible employee
who has elected to become a Participant for a Subscription Period in accordance with the foregoing provisions of this subsection 2.2 shall
be granted on the first day of such Subscription Period an option to purchase (at the applicable Purchase Price) on the Exercise Date
(as defined in subsection 2.3) for such Subscription Period up to a number of whole shares of Stock determined by dividing such Participant’s
accumulated payroll deductions as of such Exercise Date by the applicable Purchase Price, subject to such limits on the number of shares
that may be purchased with respect to any Subscription Period as may be imposed by the Committee. Exercise of the option shall occur as
provided in subsection 2.3, unless the Participant has terminated participation in the Plan prior to the Exercise Date as provided in
subsection 2.4 or the Participant elects not to exercise the option as provided in subsection 2.3(b). The option shall expire on the last
day of the Subscription Period.


 


2.3.          Purchase
of Stock. On the last day of each Subscription Period (the “Exercise Date”), a Participant shall become eligible to exercise
his or her option to purchase the number of whole shares of Stock as his or her accumulated payroll deductions for the Subscription Period
will purchase, subject to the following:


 


		(a)	The “Purchase Price” per share shall be equal to 85% of the lesser of (i) the fair market
value of Stock on the date of grant of the option (the first day of the Subscription Period); or (ii) the fair market value of Stock
on the Exercise Date (or such higher price as may be determined by the Committee from time to time). In no event shall the Purchase Price
be less than the par value of the Stock.



 


		(b)	A Participant shall be deemed to have elected to purchase the shares of Stock which he or she became entitled
to purchase on the Exercise Date unless he or she shall notify the Company prior to the Exercise Date, or such other time as the Committee
may establish, that the Participant he or she elects not to make such purchase.



 






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		(c)	Any accumulated payroll deductions that are not used to purchase full shares of Stock under the Plan shall
be paid to the Participant without interest.



 


		(d)	For a Subscription Period, the Committee may establish applicable limits on the total value or number
of shares of Stock that may be purchased pursuant to such offering by an employee. In any event, no employee shall have the right to purchase
more than $25,000 in value of Stock under the Plan in any calendar year for any offerings intended to comply with the requirements of
Section 423 of the Code (and any other employee stock purchase plan described in Section 423 of the Code and maintained by the
Company or any Related Company), such value being based on the fair market value of Stock as of the date on which the option to purchase
the Stock is granted, as determined in accordance with subsection 2.2 of the Plan.



 


2.4.          Termination
of Participation. A Participant may discontinue his or her participation in the Plan for any Subscription Period, whereupon all of
the Participant’s payroll deductions for the Subscription Period will be promptly paid to him or her without interest, and no further
payroll deductions will be made from his or her pay for that period. If a Participant’s employment with the Employers terminates
during a Subscription Period for any reason (or, if earlier, the Participant gives notice of a voluntary resignation during a Subscription
Period), all payroll deductions accumulated by the Participant under the Plan for the period shall be paid to the Participant without
interest.


 


SECTION 3.

OPERATION AND ADMINISTRATION


 


3.1.          Effective
Date. Subject to the approval of the shareholders of the Company within twelve months, the Plan shall be effective as of the date
on which it is adopted by the Board; provided, however, that to the extent that rights are granted under the Plan prior to its approval
by shareholders, they shall be contingent on approval of the Plan by the shareholders of the Company. The Plan shall have a ten-year term,
subject to earlier termination as provided in Section 5, and no new Subscription Period or other offering may be granted under the
Plan after the ten-year anniversary of the date on which the stockholders approved the Plan.


 


3.2.          Shares
Subject to Plan. Shares of Stock to be purchased under the Plan shall be subject to the following:


 


		(a)	The shares of Stock which may be purchased under the Plan shall be currently authorized but unissued shares,
or shares purchased in the open market by a direct or indirect wholly owned subsidiary of the Company (as determined by any executive
officer of the Company). The Company may contribute to the subsidiary an amount sufficient to accomplish the purchase in the open market
of the shares of Stock to be so acquired (as determined by any executive officer of the Company).



 






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		(b)	Subject to the provisions of subsection 3.3, the number of shares of Stock which may be purchased under
the Plan shall not exceed [______] shares of Stock. The aggregate number of shares of Stock that may be delivered pursuant to the Plan
as specified in the previous sentence will automatically increase on January 1 of each year, for a period of not more than ten (10) years,
commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to one percent (1%) of the total
number of shares of Stock outstanding on December 31 of the preceding calendar year [(or, if less, one percent (1%) of the total
number of shares of Stock outstanding on the date this Plan is approved by shareholders)]. Notwithstanding the foregoing, the Board may
act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase
for such year will be a lesser number of Shares than provided herein.



 


		(c)	A Participant will have no interest in shares of Stock covered by his or her Subscription Agreement until
the shares are delivered to him or her.



 


3.3.          Adjustments
to Shares.


 


		(a)	If the Company shall effect any subdivision or consolidation of shares of Stock or other capital readjustment,
payment of stock dividend, stock split, combination of shares or recapitalization or other increase or reduction of the number of shares
of Stock outstanding without receiving compensation therefor in money, services or property, then, subject to the requirements of Section 423
of the Code, the Committee shall adjust the number of shares of Stock available under the Plan.



 


		(b)	If the Company is reorganized, merged or consolidated or is party to a plan of exchange with another corporation,
pursuant to which reorganization, merger, consolidation or plan of exchange the shareholders of the Company receive any shares of stock
or other securities or property, or the Company shall distribute securities of another corporation to its shareholders, then, subject
to the requirements of Section 423 of the Code, there shall be substituted for the shares subject to outstanding rights to purchase
Stock under the Plan an appropriate number of shares of each class of stock or amount of other securities or property which were distributed
to the shareholders of the Company in respect of such shares.



 


3.4.          Limit
on Distribution. Distribution of shares of Stock or other amounts under the Plan shall be subject to the following:


 


		(a)	Notwithstanding any other provision of the Plan, the Company shall have no liability to issue any shares
of Stock under the Plan unless such delivery or distribution would comply with all applicable laws and the applicable requirements of
any securities exchange or similar entity.



 


		(b)	In the case of a Participant who is subject to Section 16(a) and 16(b) of the Securities
Exchange Act of 1934, the Committee may, at any time, add such conditions and limitations with respect to such Participant as the Committee,
in its sole discretion, deems necessary or desirable to comply with Section 16(a) or 16(b) and the rules and regulations
thereunder or to obtain any exemption therefrom.



 






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		(c)	To the extent that the Plan provides for issuance of certificates to reflect the transfer of shares of
Stock, the transfer of such shares may, at the direction of the Committee, be effected on a non-certificated basis, to the extent not
prohibited by the provisions of Rule 16b-3, applicable local law, the applicable rules of any stock exchange, or any other applicable
rules.



 


3.5.          Withholding.
All benefits under the Plan are subject to withholding of all applicable taxes.


 


3.6.          Transferability.
Except as otherwise permitted under Section 424 of the Code and SEC Rule 16b-3, neither the amount of any payroll deductions
made with respect to a Participant’s compensation nor any Participant’s rights to purchase shares of Stock under the Plan
may be pledged or hypothecated, nor may they be assigned or transferred other than by will and the laws of descent and distribution. During
the lifetime of the Participant, the rights provided to the Participant under the Plan may be exercised only by him or her.


 


3.7.          Limitation
of Implied Rights.


 


		(a)	Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title
to any assets, funds or property of the Employers whatsoever, including, without limitation, any specific funds, assets, or other property
which the Employers, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only
a contractual right to the amounts, if any, payable under the Plan, unsecured by any assets of the Employers. Nothing contained in the
Plan shall constitute a guarantee by any of the Employers that the assets of the Employers shall be sufficient to pay any benefits to
any person.



 


		(b)	The Plan does not constitute a contract of employment, and participation in the Plan will not give any
employee the right to be retained in the employ of an Employer or any Related Company, nor any right or claim to any benefit under the
Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no right
to purchase shares under the Plan shall confer upon the holder thereof any right as a shareholder of the Company prior to the date on
which he or she fulfills all service requirements and other conditions for receipt of such rights.



 


3.8.          Evidence.
Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper party or parties.


 


3.9.          Action
by Employers. Any action required or permitted to be taken by any Employer shall be by resolution of its board of directors, or by
action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by the provisions of Rule 16b-3, applicable local law, the applicable rules of any stock exchange,
or any other applicable rules) by a duly authorized officer of the Employer.


 






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3.10.        Gender
and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the
plural and the plural shall include the singular.


 


SECTION 4.

COMMITTEE


 


4.1.          Administration.
The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the “Committee”)
in accordance with this Section 4.


 


4.2.          Selection
of Committee. The Committee shall be selected by the Board, and shall consist of not less than two members of the Board, or such greater
number as may be required for compliance with SEC Rule 16b-3.


 


4.3.          Powers
of Committee. The authority to manage and control the operation and administration of the Plan shall be vested in the Committee, subject
to the following:


 


		(a)	Subject to the provisions of the Plan, the Committee will have the authority and discretion to establish
the terms, conditions, restrictions, and other provisions applicable to the right to purchase shares of Stock under the Plan.



 


		(b)	The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind
any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan,
and to make all other determinations that may be necessary or advisable for the administration of the Plan.



 


		(c)	Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and
binding on all persons.



 


4.4.          Delegation
by Committee. Except to the extent prohibited by the provisions of Rule 16b-3, applicable local law, the applicable rules of
any stock exchange, or any other applicable rules, the Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by
it. Any such allocation or delegation may be revoked by the Committee at any time.


 


4.5.          Information
to be Furnished to Committee. The Employers and Related Companies shall furnish the Committee with such data and information as may
be required for it to discharge its duties. The records of the Employers and Related Companies as to an employee’s or Participant’s
employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined
to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the terms of the Plan.


 






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4.6.            Other
Countries. The Committee may adopt, amend and terminate one or more sub-plans to the Plan to permit employees in a country other than
the United States to participate in the Plan on the terms described in the applicable sub-plan, in compliance with that country’s
securities, tax and other laws (including, but not limited to, the Israeli Appendix as attached hereto and a sub-plan complying with the
requirements of Schedule 2 (share incentive plans) or Schedule 3 (SAYE option plans) to the Income Tax Earnings and Pensions Act 2003
of the United Kingdom); provided, however, that such sub-plans shall be a separate offering from any offering intended to comply with
the requirements of Section 423 of the Code and in no event shall the provisions of such sub-plans cause the Plan to fail to satisfy
the requirements of Section 423 of the Code. In the event that employees in a country other than the United States participate in
an offering that is intended to comply with the requirements of Section 423 of the Code, the terms of the offering may be changed
for such employees by the Committee if, in order to comply with the laws of a foreign jurisdiction, the terms for such employees are less
favorable than the terms of the offering to employees resident in the United States.


 


4.7.          Liability
and Indemnification of Committee. No member or authorized delegate of the Committee shall be liable to any person for any action taken
or omitted in connection with the administration of the Plan unless attributable to his or her own fraud or willful misconduct; nor shall
the Employers be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director
or employee of the Employers. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee
under the Plan, shall be indemnified by the Employers, to the fullest extent permitted by law, against any and all liabilities, losses,
costs and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted
against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or
its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability,
loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable
insurance.


 


SECTION 5.

AMENDMENT AND TERMINATION


 


The Board may, at any time, amend or terminate
the Plan, provided that, subject to subsection 3.3 (relating to certain adjustments to shares), no amendment or termination may adversely
affect the rights of any Participant or beneficiary with respect to shares that have been purchased prior to the date such amendment is
adopted by the Board. No amendment of the Plan may be made without approval of the Company’s shareholders to the extent that such
approval is required to maintain compliance with the requirements of Section 423 of the Code.


 


SECTION 6.

DEFINED TERMS


 


For purposes of the Plan, the terms listed below shall be defined as
follows:


 


		(a)	Board. The term “Board” shall mean the Board of Directors of the Company.



 






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		(b)	Code. The term “Code” means the Internal Revenue Code of 1986, as amended. A reference
to any provision of the Code shall include reference to any successor provision of the Code.



 


		(c)	Compensation. The term “Compensation” means, except as otherwise specified by the Committee
with respect to a Subscription Period, total compensation paid by an Employer for the applicable period specified in Section 2.2,
exclusive of any payment in cash or kind under any stock option plan, deferred compensation plan, or other employee benefit plan or program
of the Company or Related Company.



 


		(d)	Dollars. As used in the Plan, the term “dollars” or numbers preceded by the symbol
 “$” shall mean amounts in United States Dollars.



 


		(e)	Effective Date. The “Effective Date” shall be the date on which the Plan is adopted
by the Board.



 


		(f)	Employer. The Company and each Related Company which, with the consent of the Company, adopts the
Plan for the benefit of its eligible employees are referred to collectively as the “Employers” and individually as an “Employer”.



 


		(g)	Fair Market Value. The “Fair Market Value” of a share of Stock of the Company as of
any date shall be the closing market composite price for such Stock as reported for the New York Stock Exchange - Composite Transactions
on that date or, if Stock is not traded on that date, on the next preceding date on which Stock was traded.



 


		(h)	Participant. The term “Participant” means any employee of an Employer who is eligible
and elects to participate pursuant to the provisions of Section 2.



 


		(i)	Related Companies. The term “Related Company” means any company during any period in
which it is a “subsidiary corporation” (as that term is defined in Section 424(f)) of the Code with respect to the Company.



 






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OUTBRAIN INC.

EMPLOYEE SHARE PURCHASE PLAN 

ISRAEI
APPENDIX


 


This Israeli Appendix (the
 “Appendix”) to the Employee Share Purchase Plan (as amended from time to time, the “Plan”) of Outbrain
Inc. (the “Company”) shall apply only to persons who are, or are deemed to be, residents of the State of Israel
for Israeli tax purposes.


 


 1.      GENERAL




 


1.1.            The
Committee, in its discretion, may grant a right to purchase Awards to eligible employees and shall determine whether any Award is intended
to be a 102 Award. Each exercise of a right to purchase an Award shall be evidenced by a Subscription Agreement, which shall expressly
identify the Award type, and be in such form and contain such provisions, as the Committee shall from time to time deem appropriate.


 


1.2.            The
Plan shall apply to any Awards and rights to purchase Awards, in each case granted pursuant to this Appendix, provided, that the provisions
of this Appendix shall supersede and govern in the case of any inconsistency or conflict, either explicit or implied, arising between
the provisions of this Appendix and the Plan.


 


1.3.            Unless
otherwise defined in this Appendix, capitalized terms contained herein shall have the same meanings given to them in the Plan.


 


 2.    DEFINITIONS.




 


2.1.            “102
Award” means any Award intended to qualify (as set forth in the Subscription Agreement) and which qualifies under Section 102,
provided it is settled only in Shares.


 


2.2.            “102
Capital Gain Track Award” means any Award granted by the Company to an Employee pursuant to Section 102(b)(2) or (3) (as
applicable) of the Ordinance under the capital gain track.


 


2.3.            “102
Non-Trustee Award” means any Award granted by the Company to an Employee pursuant to Section 102(c) of the Ordinance
without a Trustee.


 


2.4.            “102
Ordinary Income Track Award” means any Award granted by the Company to an Employee pursuant to Section 102(b)(1) of
the Ordinance under the ordinary income track.


 


2.5.            “102
Trustee Awards” means, collectively, 102 Capital Gain Track Awards and 102 Ordinary Income Track Awards.


 






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2.6.            “Affiliate”
means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with, such person (with the term “control” or “controlled by” within the meaning
of Rule 405 of Regulation C under the Securities Act), including, without limitation, any Parent or Subsidiary.


 


		2.7.	“Award” shall mean any Share purchased according to the Plan.



 


		2.8.	“Election” as defined in Section 3.2 below.



 


2.9.            “Employee”
means an “employee” within the meaning of Section 102(a) of the Ordinance (which as of the date of the adoption
of this Appendix means (i) an individual employed by an Employer, and (ii) an individual who is serving and is engaged personally
(and not through an entity) as an “office holder” by an Employer, excluding any controlling shareholder as to such term is
defined in Section 32(9) of the Ordinance.), provided such Employee also satisfies the eligibility requirements under the Plan.


 


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


 


		2.11.	“ITA” means the Israel Tax Authority.



 


2.12.          “Ordinance”
means the Israeli Income Tax Ordinance (New Version), 1961, including the Rules and any other regulations, rules, orders or procedures
promulgated thereunder, as may be amended or replaced from time to time.


 


2.13.          “Parent”
means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination,
each of the corporations other than the Company owns shares possessing 50% or more of the total combined voting power of all classes of
shares in one of the other corporations in such chain.


 


		2.14.	“Required Holding Period” as defined in Section 3.5.1 below.



 


2.15.          “Rules”
means the Income Tax Rules (Tax Benefits in Share Issuance to Employees) 5763- 2003.


 


2.16.          “Section 102”
means Section 102 of the Ordinance.


 


2.17.          “Share”
means an Ordinary Share.


 


2.18.          “Subsidiary”
means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the
determination, each of the corporations other than the last corporation in an unbroken chain owns shares possessing 50% or more of the
total combined voting power of all classes of shares in one of the other corporations in such chain; provided, however, that a
limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded
entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation
being the sole owner of such entity, or (b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and
such entity would otherwise qualify as a Subsidiary. In addition, with respect to the Non-Section 423 Component, Subsidiary shall
include any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant business relationship.


 






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2.19.          “Trust
Agreement” means the agreement to be signed between the Company, an Employer and the Trustee for the purposes of Section 102.


 


2.20.          “Trustee”
means the trustee appointed by the Company’s Committee to hold the Awards and approved by the ITA.


 


2.21.          “Subscription
Agreement” means a written or electronic agreement between the Company and the Participant or a written or electronic notice
delivered by the Company evidencing the exercise of an Award granted pursuant to the Plan, in substantially such form or forms and containing
such terms and conditions, as the Committee shall from time to time approved.


 


		2.22.	“Withholding Obligations” as defined in Section 4.5 below.



 


 3.       102 AWARDS




 


3.1.            Tracks.
Awards granted pursuant to this Section 3 are intended to be granted as either 102 Capital Gain Track Awards or 102 Ordinary Income
Track Awards. 102 Trustee Awards shall be granted subject to the special terms and conditions contained in this Section 3 and the
general terms and conditions of the Plan, except for any provisions of the Plan applying to Awards under different tax laws or regulations.


 


3.2.            Election
of Track. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Award at any given time to all Employees who
are to be granted 102 Trustee Awards pursuant to this Appendix, and shall file an election with the ITA regarding the type of 102 Trustee
Award it elects to grant before the date of grant of any 102 Trustee Award (the “Election”). Such Election shall also
apply to any other securities received by any Employee as a result of holding the 102 Trustee Awards. The Company may change the type
of 102 Trustee Award 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 102 Non-Trustee Awards.


 


3.3.            Eligibility
for Awards. Subject to Applicable Law, 102 Awards may only be granted to Employees. Such 102 Awards may either be granted to a Trustee
or granted under Section 102 without a Trustee.


 


		3.4.	102 Award Grant Date.



 


3.4.1.            Each
102 Award will be deemed granted on the date determined by the Committee, subject to the provisions of the Plan, provided that (i) the
Employee has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect to any 102 Trustee
Award, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA.


 






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3.4.2.            Unless
otherwise permitted by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of the adoption of the Plan
and this Appendix or an amendment to the Plan or this Appendix, as the case may be, that may become effective only at the expiration of
thirty (30) days after the filing of the Plan and this Appendix 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, and such condition shall be read and is incorporated
by reference into any corporate resolutions approving such grants and into any Subscription 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 Subscription
Agreement.


 


		3.5.	102 Trustee Awards.



 


3.5.1.            Each
Share issued pursuant to the 102 Trustee Award shall be allocated or issued to and registered in the name of the Trustee and shall be
held in trust or controlled by the Trustee for the benefit of the Participant for the requisite period prescribed by the Ordinance (the
 “Required Holding Period”). In the event that the requirements under Section 102 to qualify an Award as a 102
Trustee Award are not met, then the Award may be treated as a 102 Non-Trustee Award (as determined by the Company), all in accordance
with the provisions of the Ordinance. After the 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 Participant has paid any
applicable taxes due pursuant to the Ordinance, or (ii) the Trustee and/or the Company and/or the Employer withhold(s) all applicable
taxes and compulsory payments due pursuant to the Ordinance arising from the 102 Trustee Awards. The Trustee shall not release any 102
Trustee Awards prior to the payment in full of the Participant’s tax and compulsory payments arising from such 102 Trustee Awards
or the withholding referred to in (ii) above.


 


3.5.2.            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 the Plan,
this Appendix or the Subscription 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 the Plan, this Appendix or Subscription Agreement that are necessary to receive
or maintain any tax benefit pursuant to Section 102 shall be binding on the Participant. Any Participant granted a 102 Trustee Award
shall comply with the Ordinance and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee.
The Participant shall execute any and all documents that the Company and/or the Affiliate 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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3.5.3.            During
the Required Holding Period, the Participant shall not release from trust or sell, assign, transfer or give as collateral, the Shares
issuable in connection with a 102 Trustee Award 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 Participant under Section 102 and the Rules, which shall apply to and shall
be borne solely by such Participant. Subject to the foregoing, the Trustee may, pursuant to a written request from the Participant, but
subject to the terms of the Plan and this Appendix, 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, the Plan, this Appendix, the Subscription Agreement and any Applicable Law.


 


3.5.4.            Upon
or after receipt of a 102 Trustee Award, if required, the Participant 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 the Plan, this
Appendix, or any 102 Trustee Awards granted to such Participant hereunder.


 


3.6.            102
Non-Trustee Awards. The foregoing provisions of this Section 3 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 and the applicable Rules. The
Committee may determine that 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 Award and all accrued rights thereon (if any)in trust for the benefit of
the Participant and/or the Company, as the case may be, until the full payment of tax arising from the 102 Non-Trustee Awards and/or any
securities issued or distributed with respect thereto. The Company may choose, alternatively, to require the Participant to provide the
Company 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.


 


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


 


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


 






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3.7.2.            The
Participant is familiar with, and understands the provisions of, Section 102 in general, and the tax arrangement under the “Capital
Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences; the Participant agrees that the
102 Trustee Awards will be held by a Trustee appointed pursuant to Section 102 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 Participant understands that any release of such 102 Trustee Awards or Shares from trust, or any sale of the Shares prior
to the termination of the Holding Period, as defined above, will result in taxation at the marginal tax rate, in addition to deductions
of appropriate social security, health tax contributions or other compulsory payments; and


 


3.7.3.            The
Participant agrees to the Trust Agreement signed between the Company, the Employer and the Trustee appointed pursuant to Section 102.


 


 4.        AGREEMENT REGARDING TAXES; DISCLAIMER




 


4.1.            If
the Company shall so require, as a condition of the release of Shares by the Trustee, a Participant shall agree that, no later than the
date of such occurrence, the Participant 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.


 


4.2.            TAX
LIABILITY. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS, THE SALE OR DISPOSITION
OF ANY SHARES GRANTED HEREUNDER, 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
PARTICIPANT OR THE COMPANY IN CONNECTION THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE PARTICIPANT, AND THE PARTICIPANT SHALL INDEMNIFY
THE COMPANY, THE AFFILIATE 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 PARTICIPANT 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.


 


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


 






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4.4.            TAX
TREATMENT. THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DOES 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 EVENTUALLY 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 DESIGNATION OF AWARDS OR TAX
QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR SUBSCRIPTION 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 REQUIREMENTS 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. NO ASSURANCE IS MADE BY THE COMPANY, 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 WILL
QUALIFY AT THE TIME OF DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE COMPANY AND THE AFFILIATE (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 OR ITS AFFILIATES (INCLUDING THE EMPLOYER) COULD 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 PARTICIPANT. THE COMPANY AND ITS AFFILIATES (INCLUDING
THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF
ANY TAX AUTHORITY, 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 PARTICIPANT.


 


4.5.            The
Company or the Affiliate (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 the Affiliate
(including the Employer) 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 Participant’s participation in the Plan and applicable by law to the Participant (collectively,
 “Withholding Obligations”). Such actions may include (i) requiring Participants 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; (ii) subject to Applicable Law, allowing the Participants to surrender
Shares, in an amount that at such time, reflects a value that the Committee determines to be sufficient to satisfy such Withholding Obligations;
or (iii) any combination of the foregoing.


 






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		4.6.	Each Participant shall notify the Company in writing promptly and in any event within ten



 


(10) days after the date
on which such Participant first obtains knowledge of any tax bureau 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 Participant 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.


 


4.7.            With
respect to 102 Non-Trustee Awards, if the Participant ceases to be employed by the Company or any Parent, Subsidiary or Affiliate (including
the Employer), the Participant 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 and the Rules.


 


 5.        RIGHTS AND OBLIGATIONS AS A SHAREHOLDER




 


5.1.            A
Participant shall have no rights as a shareholder of the Company with respect to any Shares covered by an Award until the Participant
becomes the record holder of the subject Shares. In the case of 102 Awards (if such Awards are being held by a Trustee), 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 Participant’s benefit, and the Participant 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 Participant and the transfer of record ownership of such Shares to the Participant (provided however that the Participant
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 Participant’s benefit, subject to any tax withholding and compulsory payment). No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to
the date on which the Participant or Trustee (as applicable) becomes the record holder of the Shares covered by an Award, except as provided
in the Plan.


 


5.2.            With
respect to Shares issued in connection with Awards hereunder, any and all voting rights attached to such Shares shall be subject to the
provisions of the Plan, and the Participant shall be entitled to receive dividends distributed with respect to such Shares, subject to
the provisions of the Company’s Articles of Association, as amended from time to time, and subject to any Applicable Law.


 


5.3.            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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5.4.            Shares
issued pursuant to an Award shall be subject to the Company’s Articles of Association (as amended from time to time), any limitation,
restriction or obligation applicable to shareholders included in any shareholders agreement applicable to all or substantially all of
the holders of Shares (regardless of whether or not the Participant is a formal party to such shareholders agreement), any other governing
documents of the Company, and all policies, manuals and internal regulations adopted by the Company from time to time, in each case, as
may be amended from time to time, including any provisions included therein concerning restrictions or limitations on disposition of Shares
(such as, but not limited to, right of first refusal and lock up/market stand-off) or grant of any rights with respect thereto, forced
sale and bring along provisions, any provisions concerning restrictions on the use of inside information and other provisions deemed by
the Company to be appropriate in order to ensure compliance with Applicable Laws. Each Participant shall execute such separate agreement(s) as
may be requested by the Company relating to matters set forth in this Section 5.4.


 


6.
          GOVERNING LAW







 


6.1.            This
Appendix shall be governed by and construed in accordance with the laws of the State of Israel (excluding its choice-of-law provisions)
except that applicable Israeli laws, rules and regulations (as amended) shall apply to any mandatory tax matters arising hereunder.


 


****


 






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