Exhibit 10.2


 


I.C.V.T Ltd.


 


2010 Option Plan


 


1. 
Name. This plan, as adopted by the Board of Directors of I.C.V.T Ltd. (the “Company”) on December 22,
2010, and as amended from time to time, shall be known as the “I.C.V.T Ltd. 2010 Option Plan” (the “Plan”).


 


2. 
Purpose of the Plan. The purposes of this Plan are to attract and retain the best available individuals for positions of
substantial responsibility, and to promote the success of the Company’s and Affiliate’s business by aligning the financial interests
of individuals providing services to the Company and Affiliates with long-term shareholder value.


 


3. 
Headings and Definitions


 


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


 


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


 


	 	“Affiliate”	
    Corporate entities who are related to the Company
    by way of common ownership or control, either directly or indirectly, either partially or entirely, including but not limited to any “employing
    company” as defined in Section 102(a) of the Ordinance;

     

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

     

	 	“Approved Option”	
    An Option granted under Section 102(b)(2) of the
    Ordinance, in accordance with the “capital gain tax route”, and other rights granted with respect to such Option;

     

	 	“Board”	
    The Company’s Board of Directors, or, subject
    to applicable law and the Company’s Articles of Association, any committee empowered by the Board for the purpose of implementation of
    this Plan (or any aspect thereof);

     




 






     


     


    

 


	 	“Cause”	
    Any of the following-

     

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

     

    (b) Any act which constitutes a breach of a Participant’s
    fiduciary duty towards the Company or an Affiliate, including without limitation disclosure of confidential information of the Company
    or an Affiliate and acceptance or solicitation to receive unauthorized or undisclosed benefits, irrespective of their nature, or funds
    or promises to receive either, from individuals, Consultants or corporate entities that the Company or an Affiliate does business with;

     

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

     

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

     

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

     

    (f) Circumstances justifying the revocation and/or
    reduction of a Participant’s entitlement to severance pay pursuant to Sections 16 or 17 of the Severance Pay Law, 1963; or

     

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

     

	 	“Company”	
    I.C.V.T Ltd.,
    a company incorporated under the laws of the State of Israel, or any Successor Company; 

     

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

     

	 	“Controlling Shareholder”	
    A controlling shareholder of the Company as defined
    in section 32(9) of the Ordinance;

     

	 	“Employee”	
    Shall mean any person, who is a common law employee
    of the Company or an Affiliate, and who is on the payroll of such the Company or an Affiliate, or, solely in respect of Approved Options,
    any officer or a member of the board of directors of such company all in accordance with Section 102;

     

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

     

	 	“Expiration Date”	
    With respect to an Option, the earlier of
(i) the time such Option is fully exercised, or (ii) ten (10) years from the Grant Date of such Option, or (ii) the time on which such
Option expires in accordance with Sections 9 and 12 below;

     




 






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    “Fair Market Value” 

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

     

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

     

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

     

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

     

    For the avoidance of doubt, the above definition
    of Fair Market Value shall not apply for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance;

     

	 	“Grant Date”	
    The date on which an Option is granted to a Participant,
    as set forth in the resolution of the Board granting such Option;

     

	 	“Holding Period”	
    the holding period provided under Section 102
    in respect of the “capital gain tax route” or under a tax ruling by the Israeli Tax Authority;

     

	 	“Ordinance”	
    The Israeli Income Tax Ordinance [New Version],
    1961, as amended from time to time;

     

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

     

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

     

	 	“Participant”	
    Shall mean an Employee of or Consultant of the
    Company or an Affiliate to which an Option was granted;

     

	 	“Plan”	
    Shall mean this
    I.C.V.T Ltd. 2010 Option Plan, including any amendments thereto;

     

	 	“Section 102”	
    Section 102 of the Ordinance and the Israeli Income
    Tax Rules (Tax Relief in Issuance of Shares to Employees) 2003, as amended from time to time;

     

	 	“Share”	
    An ordinary share of the Company, nominal value
    NIS 0.01, which is issued or issuable to a Participant upon exercise of an Option;

     

	 	
    “Stock Exchange”

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

     




 






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    “Structural Change”

     

     
	
    Any Deemed Liquidation Event, as defined herein
    or as such term (or any other equivalent term) may be determined pursuant to the Company’s Articles of Association in effect from time
    to time.

     

    The term “Deemed Liquidation Event”
    means any of the following transactions:

     

    (i) the sale or other irrevocable disposition
    of all or substantially all of the assets or the issued and outstanding shares of the Company or any subsidiary of the Company; or

     

    (ii) the consolidation or merger or other reorganization
    of the Company with or into any other person

     

    other than, in each of the
    cases described in subsections (i) and (ii), a transaction in which the shareholders of the Company prior to the transaction will maintain
    exactly the same voting control of the resulting entity after the transaction (provided, however, that shares of the surviving entity
    held by shareholders of the Company acquired by means other than the exchange or conversion of the shares of the Company shall not be
    used in determining if the shareholders of the Company own more than fifty percent (50%) of the voting power of the surviving entity (or
    its parent), but shall be used for determining the total outstanding voting power of the surviving entity).

     

	 	“Successor Company”	
    Shall mean any entity with or into which the Company
    merged, or to which certain operations or certain assets of the Company were transferred, or which purchased substantially all the Company’s
    assets or ordinary shares, provided that the Company is not the surviving entity;

     

	 	“Tax”	
    Any applicable tax and other compulsory payments
    such as social security and health tax contributions under any applicable law;

     

	 	
    “Termination”

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

     

    For the purpose of this Plan, any temporary interruption
    in such person’s availability to provide services to the Company or an Affiliate, which has been authorized in writing by the Board
    prior to its commencement, shall not be considered as Termination;

     




 






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

     

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

     

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

     

	 	“Trustee”	
    Any trustee appointed by the Company in accordance
    with Section 102 and approved by the Israeli Tax Authority;

     

	 	
    “Non-Approved 102 Option”

     
	An Option which is governed by Section 102(c) of the Ordinance;
	 	“Vesting Date”	
    The date upon which the Option becomes exercisable,
    as determined in accordance with this Plan and set forth in the Option Agreement.

     



 


4. 
Administration of the Plan


 


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


 


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


 






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


 


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


 


5. 
Eligibility. Options may be granted to Employees or Consultants and to persons who have signed an employment or consultancy
agreement with the Company or an Affiliate; An Approved Option and a Non-Approved Option may only be granted to Israeli Employees of an
Israeli resident Affiliate as stated in Section 102 (“Israeli Employees”), who at the time of grant, or as a consequence
of the grant are not a Controlling Shareholders of the Company.


 


6. 
Shares Reserved for the Plan 


 


6.1.
The Company may designate Options granted to Israeli Employees pursuant to Section 102 as Non-Approved Options or Approved Options.


 


6.2.
Subject to Section 12.1 of the Plan, the maximum aggregate number of Shares that may be subject to awards under the Plan and any
other share and option plans which may be adopted by the Company in the future, subject to any adjustment made to the share capital of
the Company by way of share split, reverse share split, distribution of share dividend or similar recapitalization events, at any time
hereafter, shall be such number of Shares, as determined by the Board from time to time. The Shares may be authorized but unissued ordinary
shares, or reacquired ordinary shares of the Company. If an Option should expire or become un-exercisable for any reason without having
been exercised in full Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future
grant under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company
may have, shall be available for future grant under the Plan.


 


6.3.
The Company’s election of the type of Approved Options granted to Israeli Employees (the “Election”),
shall be appropriately filed with the Israeli Tax Authority before the first Grant Date of an Approved Option under such Election. Such
Election shall become effective beginning the first Grant Date of an Approved Option under such Election and shall remain in effect until
the end of the year following the year during which the Company first granted Approved Options under such Election. The Election shall
obligate the Company to grant only the type of Approved Option it has elected, and shall apply to all Participants who were granted Approved
Options during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance
of doubt, such Election shall not prevent the Company from granting Non-Approved Options or other Options simultaneously.


 


6.4.
The Company during the term of this Plan will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.


 


7. 
Options 


 


7.1.
Grant


 


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


 






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7.1.2.
Options which are Approved Options, as determined in the Option Agreement, and any Shares issued in respect of such Approved Option
shall be subject to the Trustee’s trusteeship, as provided in Section 11 below. Any grant of an Approved Option shall be subject
to compliance with the conditions of Section 102 including and shall be granted only after the submission of the Plan for approval by
the Israeli Tax Authority.


 


7.2.
Vesting.


 


The Board shall set vesting
criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Options that will
vest and become exercisable. The Board may set vesting criteria based upon the achievement of Company-wide, business unit, or individual
goals (including, but not limited to, continued employment), or any other basis determined by the Board in its discretion. Unless otherwise
determined by the Board, all Options granted under this Plan shall vest over a 4-year period, with 25% thereof vesting on the end of a
12-month period following the date of grant (or the date of commencement of employment or service relationship, as applicable), and the
remaining 75% thereof vesting in 12 equal portions at the end of each 3-month period thereafter. The vesting conditions and schedule shall
be set in the applicable Option Agreement. No Option shall be exercised after the Expiration Date. The vesting provisions of individual
Options may vary.


 


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


 


7.4.
Exercise of Options


 


7.4.1.
An Option shall be exercised by submission to the Company of a notice of exercise, in a form set by the Company. The exercise of
an Option shall occur on such time on which a notice of exercise has been received by the Company accompanied by payment in full of the
Exercise Price payable therefor, and as soon as practicable thereafter the Company will issue the Share(s) underlying such exercised Option,
provided that the Shares so issued shall not be delivered to the Participant or any third party (other than the Trustee, if applicable)
unless and until all applicable Tax was paid to the Trustee’s (if applicable) and the Company’s full satisfaction and subject
to compliance with Applicable Law.


 


7.4.2.
Except as otherwise provided in the Plan or in an Option Agreement, an Option may be exercised in full or in part, provided it
is not exercised for a fraction of a Share.


 


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


 


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


 


7.5.
Consideration.


 


7.5.1.
The Exercise Price of each Share subject to an Option shall be determined by the Board in its sole and absolute discretion in accordance
with applicable law, subject to any guidelines as may be determined by the Board from time to time. Each Option Agreement will contain
the Exercise Price determined for each Option covered thereby (but in any event, not less than the nominal value of the Share issuable
upon exercise thereof).


 






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


 


7.5.3.
The Exercise Price shall be denominated in the currency of the primary economic environment of, at the Company’s discretion,
either the Company or the Participant (that is the functional currency of the Company or the currency in which the Participant is paid).


 


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


 


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


 


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


 


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


 


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


 


9. 
Termination of Employment or Engagement. 


 


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


 






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9.2.
Vested Options


 


9.2.1.
Termination other than for Cause. 


 


9.2.1.1.
Unless otherwise determined by the Board, in the case of Termination other than for Cause, any Option or portion thereof that is
vested as of the Termination Date may be exercised but only within such period of time ending on the earlier of (i) ninety (90) days following
the Termination Date, or (ii) the Expiration Date, but only to the extent to which such Option was exercisable at the time of the Termination
Date. If, after the Termination Date, the Participant does not exercise his or her Option within the time specified above or in the Option
Agreement, the Option shall expire.


 


9.2.1.2.
In the event of (i) Termination as a result of the Participant’s death or disability or (ii) the Participant dies within
the period (if any) specified in the Option Agreement after the Termination Date, then the Option may be exercised (to the extent exercisable
as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance
or by a person designated to exercise the Option upon the Participant’s death, but only within the period ending on the earlier
of (1) the date twelve (12) months following the date of death or the Termination Date due to disability (as the case may be) (or such
longer or shorter period specified in the Option Agreement) or (2) the Expiration Date. If, after death or termination due to disability
(as the case may be), the Option is not exercised within the time specified herein, the Option shall expire.


 


9.2.1.3.
If the exercise of an Option following the Termination Date would be prohibited at any time solely because the issuance of Shares
would violate requirements of any Applicable Law, then the Option shall expire at the end of a period of ninety (90) days after the Termination
Date, or twelve (12) months after the date of death, as applicable, during which the exercise of the Option would not be in violation
of such requirements.


 


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


 


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


 


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


 


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


 


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


 






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


 


11. 
Trust


 


11.1. Approved Options and
any Shares issued in connection with such Approved Options shall be held by the Trustee for the benefit of the Participant, in accordance
with the provisions of Section 102 in the “capital gain tax route”. Any grant and any exercise of an Option or sale of a Share
shall be notified to the Trustee.


 


11.2. The validity of any
order given to the Trustee by a Participant shall be subject to approval of such order by the Company. The Company does not undertake
to approve orders given by any Participant to the Trustee within any period of time.


 


11.3. Subject to the provisions
of this Plan, the Approved Options and any Shares issued in connection with such Approved Options shall not be released from the control
of the Trustee nor shall they be Transferred unless the Company and the Trustee are satisfied that the full amounts of Tax due by the
applicable Participant have been paid or will be paid.


 


11.4. Subject to the provisions
of Section 102, a Participant shall not Transfer or release from the control of the Trustee any Approved Option or any Share issued in
connection with such Approved Options, until the lapse of the Holding Period. Notwithstanding the above, if any such sale, release or
Transfer occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Participant.


 


11.5. As long as the Approved
Options and any Shares issued in connection with such Approved Options are held by the Trustee for the benefit of the Participant, all
rights of the Participant over the Approved Options and Shares cannot be Transferred other than by will or laws of descent and distribution.


 


11.6. Without derogating
from the aforementioned, the Board shall have the authority to determine the specific procedures and conditions of the trusteeship with
the Trustee in a separate agreement between the Company and the Trustee, all subject to Section 102.


 


11.7. Should the Approved
Options or any Shares issued in connection with such Approved Options be transferred by power of a last will or under laws of decent,
the provisions of Section 102 shall apply to the heirs or transferees of the deceased Participant.


 


11.8. Approved Options that
do not comply with the requirements of Section 102 shall be considered Non-Approved 102 Options.


 


12. 
Adjustments to the Shares subject to the Plan


 


12.1. Adjustment Due
to Change in Capital. If the ordinary shares of the Company shall at any time be changed or exchanged by declaration of a share dividend
(bonus shares), share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as
often as the same shall occur, then the number and class of the Shares underlying the Options subject to the Plan and the Exercise Price
of the Options shall be appropriately and equitably adjusted so as to maintain the proportionate equity portion represented by the Option,
provided, however, that no adjustment shall be made by reason of the distribution of subscription rights (rights offering) on outstanding
ordinary shares or other issuance of shares by the Company. Upon happening of any of the foregoing, the class and aggregate number of
Shares underlying the Options, issuable pursuant to the Plan under section 6 above, shall be appropriately adjusted by the Board, whose
determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares underlying an Option. Any adjustment according to this section shall be subject to
the receipt of a tax ruling or approval from the tax authorities, as necessary.


 






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12.2. Structural Change.
Without derogating from the Board’s general power under the Plan, in the event of any Structural Change, the Board shall be entitled
(but not obliged), at its sole discretion, to determine any of the following: (i) provide for an assumption or exchange of Options and/or
Shares for options and/or shares and/or other securities or rights of the Successor Company; and/or (ii) provide for an exchange of Options
or Shares for a monetary compensation; and/or (iii) determine that all unvested Options and un-exercised vested Options shall expire on
the date of such Structural Change. In the case of assumption and/or substitution of Options, appropriate adjustments shall be made so
as to reflect such action and all other terms and conditions of the Option Agreements shall remain unchanged, including but not limited
to the vesting schedule, all subject to the determination of the Board, which determination shall be at its sole discretion and final.
The grant of any substitutes for the Options and/or Shares to Participants further to a Structural Change, as provided in sub-clauses
(i) and (ii), shall be considered as full compliance with the terms of this Plan. The value of the exchanged Options and/or Shares pursuant
to this section 12.2 shall be determined in good faith solely by the Board, based on the Fair Market Value, and its decision shall be
final and binding on all the Participants.


 


Unless determined otherwise
by the Board of Directors, any Options not assumed or exchanged for options and/or shares and/or other securities or rights of the Successor
Company shall expire immediately prior to the consummation of the Structural Change.


 


For the purposes of this
section 12.2, Options shall be considered assumed or substituted if, following the Structural Change, the Options confer the right to
purchase or receive, for each underlying Share immediately prior to the Structural Change, the consideration (whether shares, options,
cash, or other securities or property) received in the Structural Change by holders of ordinary shares held on the effective date of the
Structural Change (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority
of the outstanding ordinary shares); provided, however, that if such consideration received in the Structural Change is not solely
ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary, the Board may, with the consent of the Successor
Company, provide for the consideration received in the Structural Change, for each Share underlying an Option immediately prior to the
Structural Change, to be solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary equal in value
to the per Share consideration received by holders of a majority of the outstanding ordinary shares in the Structural Change; and provided
further that the Board may determine, at its discretion, that in lieu of such assumption or substitution of Options for options of
the Successor Company or its parent or subsidiary, such Options will be substituted for any other type of asset or property including
cash which is fair under the circumstances.


 


Without derogating from
the above, in the event of a Structural Change the Board shall be entitled, at its sole discretion, to require the Participants to exercise
all vested Options within a set time period and sell all of their Shares on the same terms and conditions as applicable to the other shareholders
selling their Company’s ordinary shares as part of the Structural Change.


 






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12.3.
Liquidation. In the event of the proposed dissolution or liquidation of the Company, all Options will expire immediately prior
to the consummation of such proposed action, unless otherwise provided by the Board. 


 


13. 
Taxes and Withholding Tax


 


13.1. Approved Options and
Non-Approved 102 Options shall be taxed in accordance with Section 102. For the avoidance of doubt it is clarified that any Option granted
to a Consultant or a Controlling Shareholder or any Option granted to a Participant who is not an Israeli tax resident, shall not be subject
to the provisions of Section 102 and shall be taxed in accordance with Applicable Law.


 


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


 


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


 


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


 


13.5. In respect to Non-Approved
102 Options, if there occurs a Termination of the Participant’s service to or employment with the Company, the Participant shall extend
to the Company or the applicable Affiliate a security or guarantee for the payment of Tax due in respect of such Option as required under
Section 102.


 


14. 
Registration of the Shares on a Stock Exchange 


 


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


 


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


 






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


 


15. 
The Rights Attached to the Shares


 


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


 


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


 


The grant of Options and
Shares under this Plan shall not restrict the Company in any way regarding future creation of additional and/or other classes of shares,
including classes of shares, which may in any manner be preferred over the currently existing ordinary shares which are offered to Participants
under this Plan. Subject to section 12.1 above, the grant of Options and Shares under this Plan shall not entitle any Participant to receive
any compensation in the event of any change of the Company’s capital.


 


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


 


15.3. Right of First
Refusal 


 


15.3.1. Notwithstanding
anything to the contrary in the incorporation documents of the Company, none of the Participants shall have a right of first refusal in
relation with any sale of shares in the Company by virtue of the Shares held by such Participant or for its benefit.


 


15.3.2. Unless otherwise
determined by the Board, until consummation of an initial public offering of the Company’s securities under the securities laws
of any jurisdiction (“IPO”), a Participant shall not have the right to sell Shares issued upon the exercise of an Option
within six (6) months and one day of the date of exercise of such Option or issuance of such Shares.


 


15.3.3. Sale of Shares by
the Participant shall be subject to a right of first refusal as set forth in the incorporation documents of the Company or any shareholders
agreements, investors’ rights agreements or similar agreement(s) by which some or all holders of ordinary shares of the Company are bound.
In the event that the incorporation documents or such agreements of the Company do not contain any provision regarding rights of first
refusal, then, unless otherwise determined by the Board, until consummation of an IPO, the sale of Share issuable upon the exercise of
an Option shall be subject to a right of first refusal on the part of the Repurchaser(s).


 






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“Repurchaser(s)”
means (i) the Company, if permitted by applicable law, (ii) if the Company is not permitted by applicable law, then any affiliate of the
Company designated by the Board; or (iii) if no decision
is reached by the Board, then the Company’s then existing shareholders who hold more than 2% of the then issued and outstanding
share capital of the Company (save, for avoidance of doubt, for other Participants who already exercised their Options), pro rata in accordance
with their respective shareholding. 


 


The Participant shall give
a notice of sale (hereinafter the “Notice”) to the Company in order to offer the Shares to the Repurchaser(s).


 


15.3.4.
The Notice shall specify the name of each proposed purchaser or other transferee (hereinafter the
“Proposed Transferee”), the number of Shares offered for sale, the price per Share and the payment terms. The Repurchaser(s)
will be entitled for thirty (30) days from the day of receipt of the Notice (hereinafter the “Notice Period”), to purchase
all or part of the offered Shares on a pro rata basis based upon their respective holdings in the Company. 


 


15.3.5.
If by the end of the Notice Period not all of the offered Shares have been purchased by the Repurchaser(s), the Participant shall be entitled
to sell all Shares at any time during the ninety (90) days following the end of the Notice Period on terms not more favorable than those
set out in the Notice, provided that the Proposed Transferee agrees in
writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. Any sale of
Shares issued under the Plan by the Participant that is not made in accordance with the Plan or the Option Agreement shall be null and
void.


 


15.3.6. The Board shall
be entitled not to approve and/or recognize a transfer of Shares if such a transfer has not been performed in accordance with the provisions
of this section 15.3 or in the event that it has not been preformed in accordance with the provisions of Section 102 and/or section 11
above.


 


15.3.7. In the event that
the Participant’s Shares shall be over-subscribed, each Repurchaser shall be entitled to purchase his pro-rate share of the Shares
(calculated by dividing each acquiring Repurchaser’s rates of holdings
or beneficially ownership in the Company, by the aggregate rates of holdings or beneficially ownership in the Company of all the Repurchaser
who wish to acquire the Shares).


 


15.3.8. Without derogating
from the aforementioned, and in addition thereto, any sale of Shares in accordance with this section 15.3 shall be subject to the prior
approval of the Board.


 


15.4. Bring
Along. For the avoidance of doubt it is clarified that as part of the ordinary shares of the Company, Shares
issued upon exercise of Options or in connection thereto shall be subject to any bring-along provision included in the incorporation documents
of the Company or any shareholders agreement or similar agreement(s) by which some or all holders of ordinary shares of the Company are
bound. 


 


15.5. Voting
Rights. No Participant shall have any rights to vote in the Company’s meetings in respect of underlying Shares, until such Shares
are issued to the Participant or the Trustee. Following the issuance of such Shares by the Company, the Participant shall have the same
voting rights as other holders of ordinary shares in the Company do. Notwithstanding the aforesaid, and as long as the Company’s
ordinary shares are not traded on a Stock Exchange, any Shares issued upon the exercise of an Option shall be voted by an irrevocable
proxy, such proxy to be assigned to the person or persons designated by the Board.


 






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


 


17. 
Effective Date and Duration of the Plan


 


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


 


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


 


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


 


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


 


19. 
Miscellaneous 


 


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


 


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


 


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