Exhibit 10.12


 


CELLEBRITE DI LTD.

2021 EMPLOYEE SHARE PURCHASE PLAN


 


Article
I.

PURPOSE


 


The purpose of this Plan is
to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a share ownership interest in the Company.


 


The Plan consists of two components:
(i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee
stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent
with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify
as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under the Non-Section
423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted
by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries
but shall not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise
determined by the Administrator or provided herein, the Non-Section 423 Component will operate and be administered in the same manner
as the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator
at or prior to the time of such Offering. 


 


For purposes of this Plan,
the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these Offerings
need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms
of participation are the same within each separate Offering under the Section 423 Component (as determined under Section 423 of the Code).
Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous
Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan.


 


Article
II.

DEFINITIONS AND CONSTRUCTION


 


Wherever the following terms are used in the Plan
they shall have the meanings specified below, unless the context clearly indicates otherwise.


 


2.1 
“Administrator” means the entity, including any committee specifically designated by the Board, that
conducts the general administration of the Plan as provided in Article XI.


 


2.2 
“Affiliate” means any entity on which the Company has an equity or other ownership interests.


 


2.3 
“Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged,
retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan.


 


2.4 
“Applicable Law” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or
quotation system on which Shares are listed or quoted and the applicable laws and rules of any non-U.S. country or other jurisdiction
where rights under this Plan are granted.


 






     


     


    

 


2.5 
“Board” means the Board of Directors of the Company.


 


2.6 
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


2.7 
“Compensation Committee” means a committee of the Board established or appointed by the Board to administer
the Plan. If the Board does not designate such committee, references herein to the “Compensation Committee” shall refer to
the Board.


 


2.8 
“Company” means Cellebrite DI Ltd., an Israeli company, or any successor.


 


2.9 
“Compensation” of an Eligible Employee means, unless otherwise determined by the Administrator, the gross
base compensation received by such Eligible Employee as compensation for services to the Company or any Designated Subsidiary, including
overtime payments and excluding sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other
special payments.


 


2.10 
“Designated Subsidiary” means any Subsidiary designated by the Administrator in accordance with Section
11.2(b), such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated
Subsidiary may participate in either the Section 423 Component or Non-Section 423 Component, but not both; provided that a Subsidiary
that, for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section 423 Component shall automatically
constitute a Designated Subsidiary that participates in the Section 423 Component. The designation by the Administrator of Designated
Subsidiaries and changes in such designations by the Administrator shall not require shareholder approval. Only entities that are subsidiary
corporations of the Company within the meaning of Section 424 of the Code may be designated as Designated Subsidiaries for purposes of
the Section 423 Component, and if an entity does not so qualify, it shall automatically be deemed to be a Designated Subsidiary in the
Non-Section 423 Component.


 


2.11 
“Effective Date” means the date upon which the Plan is approved by the shareholders of
the Company, provided that the Board has adopted the Plan on, or within 12 months prior to, such date.


 


2.12 
“Eligible Employee” means:


 


(a) 
With respect to the Section 423 Component of the Plan, an Employee who does not, immediately after any rights under this Plan are
granted, own (directly or through attribution) share possessing 5% or more of the total combined voting power or value of all classes
of Shares and other securities of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code). For purposes
of the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of share ownership shall apply in determining
the share ownership of an individual, and a share that an Employee may purchase under outstanding options shall be treated as a share
owned by the Employee. With respect to an Employee participating in the Non-Section 423 Component, such qualification shall not apply,
unless otherwise required by Applicable Law.


 






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(b) 
Notwithstanding the foregoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to
participate in an Offering Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within the meaning
of Section 423(b)(4)(D) of the Code; (ii) such Employee has not met a service requirement designated by the Administrator pursuant
to Section 423(b)(4)(A) of the Code (which service requirement may not exceed two years); (iii) such Employee’s customary employment
is for twenty hours per week or less; (iv) such Employee’s customary employment is for less than five months in any calendar year;
and/or (v) such Employee is a citizen or resident of a non-U.S. jurisdiction and the grant of a right to purchase Shares under the Plan
to such Employee would be prohibited under the laws of such non-U.S. jurisdiction or the grant of a right to purchase Shares under the
Plan to such Employee in compliance with the laws of such non-U.S. jurisdiction would cause the Plan to violate the requirements of Section
423 of the Code, as determined by the Administrator in its sole discretion; provided, further, that any exclusion in clauses
(i), (ii), (iii), (iv) or (v) shall be applied in an identical manner under each Offering Period to all Employees, in accordance with
Treasury Regulation Section 1.423-2(e).


 


(c) 
With respect to the Non-Section 423 Component, the foregoing rules shall apply in determining who is an “Eligible Employee,”
except (i) the Administrator may limit eligibility further within the Company or a Designated Subsidiary so as to only designate some
Employees of the Company or a Designated Subsidiary as Eligible Employees, and (ii) to the extent the foregoing eligibility rules are
not consistent with applicable local laws, the applicable local laws shall control.


 


2.13 
 “Employee” means any individual who renders services to the Company or any Designated Subsidiary in
the status of an employee, and, with respect to the Section 423 Component, a person who is an employee within the meaning of Section 3401(c)
of the Code. For purposes of an individual’s participation in, or other rights under the Plan, all determinations by the Company
shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency subsequently makes a contrary determination.
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2).
Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute
or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month
period.


 


2.14 
“Enrollment Date” means the first Trading Day of each Offering Period.


 


2.15 
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the
Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on
such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported
in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange
but are quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date,
then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator
deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.


 


2.16 
“Non-Section 423 Component” means those Offerings under the Plan, together with the sub-plans, appendices,
rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares
during an Offering Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted
pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.


 


2.17 
“Offering” means an offer under the Plan of a right to purchase Shares that may be exercised during
an Offering Period as further described in Article IV hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible
Employees of the Company or a Designated Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the applicable
Offering Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. To the extent
permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423
Component need not be identical, provided that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas.
Reg. § 1.423-2(a)(2) and (a)(3). 


 






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2.18 
“Offering Document” has the meaning given to such term in Section 4.1.


 


2.19 
“Offering Period” has the meaning given to such term in Section 4.1.


 


2.20 
“Ordinary Shares” means Ordinary Shares, par value NIS 0.00001 per share, of the Company and such other securities of the
Company that may be substituted therefore.


 


2.21 
“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.


 


2.22 
“Participant” means any Eligible Employee who has executed a subscription agreement and been granted
rights to purchase Shares pursuant to this Plan.


 


2.23 
“Payday” means the regular and recurring established day for payment of Compensation to an Employee of
the Company or any Designated Subsidiary.


 


2.24 
“Plan” means this 2021 Employee Share Purchase Plan, including both the Section 423 Component and Non-Section
423 Component and any other sub-plans or appendices hereto, as amended from time to time.


 


2.25 
“Purchase Date” means the last Trading Day of each Offering Period or such other date as determined by
the Administrator and set forth in the Offering Document.


 


2.26 
“Purchase Price” means the purchase price designated by the Administrator in the applicable Offering
Document (which purchase price, for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value of a Share
on the Enrollment Date or on the Purchase Date, whichever is lower); provided, however, that, in the event no purchase price
is designated by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering
Document shall be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided,
further, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and shall not be less than
the par value of a Share.


 


2.27 
“Section 423 Component” means those Offerings under the Plan, together with the sub-plans, appendices,
rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares
during an Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares
granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.


 


2.28 
 “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules,
regulations and guidance thereunder. Any reference to a provision in the Securities Act includes any successor thereof


 


2.29 
“Share” means an Ordinary Share.


 




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2.30 
 “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.


 


2.31 
“Trading Day” means a day on which national stock exchanges in the United States are open for trading.


 


2.32 
“Treas. Reg.” means U.S. Department of the Treasury regulations.


 


Article
III.

SHARES SUBJECT TO THE PLAN


 


3.1 
Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be
issued pursuant to rights granted under the Plan shall be [●] Shares.[1]
In addition to the foregoing, subject to Article VIII, on the first day of each calendar year beginning on January 1, 2023 and ending
on and including January 1, 2033, the number of Shares available for issuance under the Plan shall be increased by that number of Shares
equal to the lesser of (a) 1.0% of the Shares outstanding on the last day of the immediately preceding calendar year, as determined on
a fully diluted basis, and (b) such smaller number of Shares as may be determined by the Board. If any right granted under the Plan shall
for any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance
under the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred
pursuant to the rights granted under the Section 423 Component of the Plan shall not exceed an aggregate of 36,150,000 Shares, subject
to Article VIII.


 


3.2 
Shares Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in
part, of authorized and unissued Shares, treasury shares or Shares purchased on the open market.


 


Article
IV.

Offering Periods; Offering Documents; Purchase Dates


 


4.1 
Offering Periods. The Administrator may from time to time grant or provide for the grant of
rights to purchase Shares under the Plan to Eligible Employees during one or more periods (each, an “Offering Period”)
selected by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering
Document” adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions
as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached
hereto as part of the Plan. The provisions of separate Offerings or Offering Periods under the Plan need not be identical.


 


 


 






		1	Number to be inserted to equal 1% of the Shares outstanding immediately
after closing of the merger contemplated by the Business Combination Agreement, dated as of April 8, 2021, by and among TWC Tech
Holdings II Corp., the Company and Cupcake Merger Sub Inc..



 



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4.2 
 Offering Documents. Each Offering Document with respect to an Offering Period shall specify
(through incorporation of the provisions of this Plan by reference or otherwise):


 


(a) 
the length of the Offering Period, which period shall not exceed twenty-seven months;


 


(b) 
the maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence
of a contrary designation by the Administrator, shall be 30,000 Shares; and


 


(c) 
such other provisions as the Administrator determines are appropriate, subject to the Plan.


 


Article
V.

ELIGIBILITY AND PARTICIPATION


 


5.1 
Eligibility. Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary
on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to
the requirements of this Article V and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.


 


5.2 
Enrollment in Plan.


 


(a) 
Except as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant
in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for
such Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the Company
provides.


 


(b) 
Each subscription agreement shall designate a whole percentage of such Eligible Employee’s Compensation to be withheld by
the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during the Offering Period as payroll deductions
under the Plan. The percentage of Compensation designated by an Eligible Employee may not be less than 1 % and may not be more than the
maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall be 25 % in the absence of
any such designation) as payroll deductions. The payroll deductions made for each Participant shall be credited to an account for such
Participant under the Plan and shall be deposited with the general funds of the Company.


 


(c) 
A Participant may increase or decrease the percentage of Compensation designated in his or her subscription agreement, subject
to the limits of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided,
however, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections
during each Offering Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator,
a Participant shall be allowed to decrease (but not increase) his or her payroll deduction elections one time during each Offering Period).
Any such change or suspension of payroll deductions shall be effective with the first full payroll period following five business days
after the Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator
in the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such Participant’s cumulative
payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next
occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation in the Plan pursuant to
Article VII.


 




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(d) 
 Except as otherwise set forth in an Offering Document or determined by the Administrator, a Participant may participate in the
Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period.


 


5.3 
Payroll Deductions. Except as otherwise provided in the applicable Offering Document, payroll
deductions for a Participant shall commence on the first Payday following the Enrollment Date and shall end on the last Payday in the
Offering Period to which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided
in Article VII or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding
any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions
is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s
account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however, that,
for any Offering under the Section 423 Component, the Administrator shall take into consideration any limitations under Section 423 of
the Code when applying an alternative method of contribution.


 


5.4 
Effect of Enrollment. A Participant’s completion of a subscription agreement will enroll
such Participant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a
new subscription agreement, withdraws from participation under the Plan as provided in Article VII or otherwise becomes ineligible
to participate in the Plan. 


 


5.5 
Limitation on Purchase of Shares. An Eligible Employee
may be granted rights under the Section 423 Component only if such rights, together with any other rights granted to such Eligible Employee
under “employee stock purchase plans” of the Company, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the
Code, do not permit such employee’s rights to purchase shares of the Company or any Parent or Subsidiary to accrue at a rate that
exceeds $25,000 of the Fair Market Value of such shares (determined as of the first day of the Offering Period during which such rights
are granted) for each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with
Section 423(b)(8) of the Code.


 


5.6 
Suspension of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 5.5 (with respect to the Section 423 Component) or the other limitations set
forth in this Plan, a Participant’s payroll deductions may be suspended by the Administrator at any time during an Offering Period.
The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of
Section 423(b)(8) of the Code, Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one
lump sum in cash as soon as reasonably practicable after the Purchase Date.


 


5.7  Non-U.S.
Employees. In order to facilitate participation in the Plan, the Administrator may provide for
such special terms applicable to Participants who are citizens or residents of a non-U.S. jurisdiction, or who are employed by a
Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Except as permitted by Section 423 of the Code, with respect to the Section 423
Component, such special terms may not be more favorable than the terms of rights granted under the Section 423 Component to Eligible
Employees who are residents of the United States. Such special terms may be set forth in an addendum to the Plan in the form of an
appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the Section 423 Component or the
Non-Section 423 Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendix
or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any
such appendix or sub-plan shall be pursuant to Section 11.2(f). Without limiting the foregoing, the Administrator is specifically
authorized to adopt rules and procedures, with respect to Participants who are non-U.S. nationals or employed in non-U.S.
jurisdictions, regarding the exclusion of particular Subsidiaries from participation in the Plan, eligibility to participate, the
definition of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion
of local currency, data privacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold
payroll deductions or contributions.


 






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5.8 
Leave of Absence. During leaves of absence approved by the Company meeting the requirements
of Treasury Regulation Section 1.421-1(h)(2) under the Code, a Participant may continue participation in the Plan by making cash payments
to the Company on his or her normal Payday equal to the Participant’s authorized payroll deduction.


 


Article
VI.

grant and Exercise of rights


 


6.1 
Grant of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating
in such Offering Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to
the limits in Section 5.5, and shall have the right to buy, on each Purchase Date during such Offering Period (at the applicable
Purchase Price), such number of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated
prior to such Purchase Date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price
(rounded down to the nearest Share). The right shall expire on the last day of the Offering Period.


 


6.2 
Exercise of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions
and any other additional payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole
Shares, up to the maximum number of Shares permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase
Price. No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically
provides otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right
will be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for the next following
Offering Period. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may determine and may be issued
in certificated form or issued pursuant to book-entry procedures. 


 


6.3 
Pro Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date,
the number of Shares with respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance
under the Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the
Plan on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of
the Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable
and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be exercised
pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods then in effect, or (ii) terminate
any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata allocation of the Shares available
on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional
Shares for issuance under the Plan by the Company’s shareholders subsequent to such Enrollment Date. The balance of the amount credited
to the account of each Participant that has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum
in cash as soon as reasonably practicable after the Purchase Date or such earlier date as determined by the Administrator. 


 




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6.4 
 Withholding. At the time a Participant’s rights under the Plan are exercised, in whole
or in part, or at the time some or all of the Shares issued under the Plan is disposed of, the Participant must make adequate provision
for the Company’s federal, state, or other tax withholding obligations, if any, that arise upon the exercise of the right or the
disposition of the Shares. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation
or Shares received pursuant to the Plan the amount necessary for the Company to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Shares
by the Participant.


 


6.5 
Conditions to Issuance of 6.6Shares. The Company shall not be required to issue or
deliver any certificate or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the
Plan prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges, if any,
on which the Shares are then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal
law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the
Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from
any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable;
(d) the payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights,
if any; and (e) the lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to
time establish for reasons of administrative convenience. 


 


Article
VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY


 


7.1 
Withdrawal. A Participant may withdraw all but not less than all of the payroll deductions
credited to his or her account and not yet used to exercise his or her rights under the Plan at any time by giving written notice to the
Company in a form acceptable to the Company no later than one week prior to the end of the Offering Period. All of the Participant’s
payroll deductions credited to his or her account during an Offering Period shall be paid to such Participant as soon as reasonably practicable
after receipt of notice of withdrawal and such Participant’s rights for the Offering Period shall be automatically terminated, and
no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a Participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the next Offering Period unless the Participant timely delivers to the
Company a new subscription agreement.


 


7.2 
Future Participation. A Participant’s withdrawal from an Offering Period shall not have
any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or a Designated
Subsidiary or in subsequent Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.


 


7.3 
Cessation of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for
any reason, he or she shall be deemed to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions
credited to such Participant’s account during the Offering Period shall be paid to such Participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 12.4, as soon as reasonably practicable, and such Participant’s
rights for the Offering Period shall be automatically terminated. If a Participant transfers employment from the Company or any Designated
Subsidiary participating in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such
transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section
423 Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section
423 Component, and such Participant shall immediately join the then-current Offering under the Non-Section 423 Component upon the same
terms and conditions in effect for the Participant’s participation in the Section 423 Component, except for such modifications
otherwise applicable for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary participating
in the Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component shall not be
treated as terminating the Participant’s employment and shall remain a Participant in the Non-Section 423 Component until the earlier
of (i) the end of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment Date of the first Offering Period
in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish
different rules to govern transfers of employment between entities participating in the Section 423 Component and the Non-Section 423
Component, consistent with the applicable requirements of Section 423 of the Code.


 






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Article
VIII.

Adjustments upon Changes in SHARES


 


8.1 
Changes in Capitalization. Subject to Section 8.3, in the event that the Administrator determines
that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), change in control,
reorganization, merger, amalgamation, consolidation, combination, repurchase, redemption, recapitalization, liquidation, dissolution,
or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other
similar corporate transaction or event, as determined by the Administrator, affects the Shares such that an adjustment is determined by
the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall
make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities
or property) that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and
the limitations established in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased);
(b) the class(es) and number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any
outstanding rights.


 


8.2 
Other Adjustments. Subject to Section 8.3, in the event of any transaction or event described
in Section 8.1 or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate, or the financial statements
of the Company or any Affiliate, or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and on
such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever the
Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:


 


(a) 
To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that
would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding
right with other rights or property selected by the Administrator in its sole discretion;


 


(b)  To
provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar rights covering the shares of the successor or survivor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;


 






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(c) 
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the
Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d) 
To provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring Purchase
Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering
Period(s) shall be terminated; and


 


(e) 
To provide that all outstanding rights shall terminate without being exercised.


 


8.3 
No Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator,
no adjustment or action described in this Article VIII or in any other provision of the Plan shall be authorized to the extent that
such adjustment or action would cause the Section 423 Component of the Plan to fail to satisfy the requirements of Section 423 of
the Code.


 


8.4 
No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number
of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly
provided in the Plan or pursuant to action of the Administrator under the Plan, 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 of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.


 


Article
IX.

Amendment, modification and termination


 


9.1 
Amendment, Modification and Termination. The Administrator may amend, suspend or terminate
the Plan at any time and from time to time; provided, however, that approval of the Company’s shareholders
shall be required to amend the Plan to: (a) increase the aggregate number, or change the type, of shares that may be sold pursuant to
rights under the Plan under Section 3.1 (other than an adjustment as provided by Article VIII) or (b) change the corporations
or classes of corporations whose employees may be granted rights under the Plan. 


 


9.2 
Certain Changes to Plan. Without shareholder consent and without regard to whether any Participant
rights may be considered to have been adversely affected (and, with respect to the Section 423 Component of the Plan, after taking into
account Section 423 of the Code), the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number
of changes in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust
for delays or mistakes in the Company’s processing of withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly
correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion to be advisable that are consistent with the Plan. 


 




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9.3 
 Actions In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator
determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may,
in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence
including, but not limited to: 


 


(a) 
altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase
Price;


 


(b) 
shortening any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at
the time of the Administrator action; and


 


(c) 
allocating Shares.


 


Such modifications or amendments
shall not require shareholder approval or the consent of any Participant.


 


9.4 
Payments Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s
Plan account shall be refunded as soon as practicable after such termination, without any interest thereon, or the Offering Period may
be shortened so that the purchase of Shares occurs prior to the termination of the Plan.


 


Article
X.

TERM OF PLAN


 


The Plan shall become effective
on the Effective Date. The effectiveness of the Plan shall be subject to approval of the Plan by the Company’s shareholders within
twelve months before or after the date the Plan is first approved by the Board. No right may be granted under the Plan prior to such shareholder
approval. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan.


 


Article
XI.

ADMINISTRATION


 


11.1 
Administrator. Unless otherwise determined by the Board, the Administrator of the Plan shall
be the Compensation Committee of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration
of the Plan). The Board may at any time vest in the Board any authority or duties for administration of the Plan. The Administrator may
delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including
establishing and maintaining an individual securities account under the Plan for each Participant.


 


11.2 
Authority of Administrator. The Administrator shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:


 


(a) 
To determine when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which
need not be identical).


 


(b) 
To designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made
without the approval of the shareholders of the Company.


 




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(c) 
 To impose a mandatory holding period pursuant to which Employees may not dispose of or transfer Shares purchased under the Plan
for a period of time determined by the Administrator in its discretion.


 


(d) 
To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its
administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a
manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.


 


(e) 
To amend, suspend or terminate the Plan as provided in Article IX.


 


(f) 
Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best
interests of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase
plan” within the meaning of Section 423 of the Code for the Section 423 Component.


 


(g) 
The Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed
to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan,
with the exception of Section 3.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall
govern the operation of such sub-plan.


 


11.3 
Decisions Binding. The Administrator’s interpretation of the Plan, any rights granted
pursuant to the Plan, any subscription agreement and all decisions and determinations by the Administrator with respect to the Plan are
final, binding, and conclusive on all parties.


 


Article
XII.

MISCELLANEOUS


 


12.1 
Restriction upon Assignment. No payroll deductions credited to a Participant,
nor any rights granted under the Plan may be transferable other than by will or the applicable laws of descent and distribution, and is
exercisable during the Participant’s lifetime only by the Participant. Except as provided in Section 12.4 hereof, a right under
the Plan may not be exercised to any extent except by the Participant. The Company shall not recognize and shall be under no duty to recognize
any assignment or alienation, or attempt to assign, transfer, pledge or otherwise dispose of the Participant’s interest in the Plan,
the Participant’s rights under the Plan or any rights thereunder.


 


12.2 
Rights as a Shareholder. With respect to Shares subject to a right granted under the Plan,
a Participant shall not be deemed to be a shareholder of the Company, and the Participant shall not have any of the rights or privileges
of a shareholder, until such Shares have been issued to the Participant or his or her nominee following exercise of the Participant’s
rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property)
or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided
herein or as determined by the Administrator.


 


12.3 
Interest. No interest shall accrue on the payroll deductions or contributions of a Participant
under the Plan.


 






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12.4 
Designation of Beneficiary.


 





(a) 
 A Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive
any Shares and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent
to a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and
cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s
account under the Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan.
If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s
spouse as his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse.


 


(b) 
Such designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of
the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s
death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares
and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is
known to the Company, then to such other person as the Company may designate.


 


12.5 
Notices. All notices or other communications by a Participant to the Company under or in connection
with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.


 


12.6 
Equal Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have
equal rights and privileges under the Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee
stock purchase plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423
Component that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator,
be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in
the Non-Section 423 Component need not have the same rights and privileges as other Eligible Employees participating in the Non-Section
423 Component or as Eligible Employees participating in the Section 423 Component.


 


12.7 
Section 409A; Limitation of Liability. The Plan and all options are intended to be exempt from Section 409A of the Code
as “statutory stock options” within the meaning of Treasury Regulation §1.409A-1(b)(5)(ii), and the Plan and the options
will be interpreted and administered accordingly. Notwithstanding anything to the contrary in the Plan, neither the Company nor the Committee,
nor any person acting on behalf of the Company or the Committee, will be liable to any Participant or other person by reason of any acceleration
of income, any additional tax, or any other tax or liability asserted by reason of the failure of the Plan or any option to be exempt
from or satisfy the requirements of Section 409A of the Code.


 


12.8 
Use of Funds. All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.


 


12.9 
Reports. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts
of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 




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12.10 
 No Employment Rights. Nothing in the Plan shall be construed to give any person (including
any Eligible Employee or Participant) the right to remain in the employ of the Company or any Parent or Subsidiary or affect the right
of the Company or any Parent or Subsidiary to terminate the employment of any person (including any Eligible Employee or Participant)
at any time, with or without cause.


 


12.11 
Notice of Disposition of Shares. Each Participant shall give prompt notice to the Company
of any disposition or other transfer of any Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such
disposition or transfer is made: (a) within two years from the Enrollment Date of the Offering Period in which the Shares were purchased
or (b) within one year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition
or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant
in such disposition or other transfer.


 


12.12 
Headings. The headings of sections herein are included solely for convenience and shall not affect the meaning of any of
the provisions of the Plan.


 


12.13 
Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns.


 


12.14 
Entire Plan. The Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans
with respect to the subject matter hereof.


 


12.15 
Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and
enforced in accordance with the laws of the State of Israel, disregarding any state’s choice of law principles requiring the application
of a jurisdiction’s laws other than the State of Israel. Certain definitions, which refer to the laws of such jurisdiction, shall
be construed in accordance with other such laws. The competent courts located in Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction
over any dispute arising out of or in connection with this Plan and any award granted hereunder. 


 


12.16 
Severability. If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision
were omitted.


 


12.17 
Electronic Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator,
an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before
the commencement of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall
be submitted to the Administrator with respect to such Offering Period in order to be a valid election.


 


* * * * *


 




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