Exhibit 10.4


 


NYXOAH S.A.


 


2013 SHARE INCENTIVE PLAN


 


1.       Purpose


 


The purpose of this 2013 Share Incentive Plan
(the “Plan”) of Nyxoah S.A., a Belgian corporation (the “Company”), is to advance the interests of the Company’s
shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby
better aligning the interests of such persons with those of the Company’s shareholders. Except where the context otherwise requires,
the term “Company” shall include any of the Company’s present or future Subsidiary Corporations. “Subsidiary Corporation”
means any corporation (other than the employer corporation) in an unbroken chain of corporations beginning with the employer corporation
if, at the time of the offering and/or granting of the warrant, each of the corporations other than the last corporation in the unbroken
chain owns shares possessing 50 percent or more of the total combined voting power of all classes of shares in one of the other corporations
in such chain. (When appearing in this Plan, the terms “offer” and “grant” are to be interpreted according to
the laws and/or tax regulations of the appropriate jurisdiction that govern such transactions.)


 


2.       Eligibility


 


All of the Company’s employees, officers,
directors, consultants and advisors (and any individuals who have accepted an offer for employment or to provide professional services
to the Company) are eligible to be offered and/or granted warrants, restricted stock awards, or other stock-based awards (each, an “Award”)
under the Plan. Each person who has been offered and/or granted an Award under the Plan shall be deemed a “Participant”.


 


3.       Administration,
Delegation


 


(a)       Administration
by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board
shall have authority to offer and/or grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating
to the Plan as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan
or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding
on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated
by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.


 


(b)       Delegation
to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall
fix the maximum number of shares subject to Awards and the maximum number of shares for any one Participant to be made by such executive
officers.


 


(c)       Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall
mean the Board or a Committee of the Board or the executive officer referred to in Section 3(b) to the extent that the Board’s powers
or authority under the Plan have been delegated to such Committee or executive officer.


 






     


     


    

 


4.       Shares
Available for Awards


 


(a)       Number
of Shares. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 340 ordinary shares of the Company (the
 “Ordinary Shares”). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or
is forfeited in whole or in part or results in any Ordinary Shares not being issued, the unused Ordinary Shares covered by such Award
shall again be available for the offer and/or grant of Awards under the Plan. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.


 


5.       Warrants


 


(a)       General.
The Board may offer and/or grant warrants to purchase Ordinary Shares (each, a “Warrant”) and determine the number of Ordinary
Shares to be covered by each Warrant, the exercise price of each Warrant and the conditions and limitations applicable to the exercise
of each Warrant.


 


(b)       Exercise
Price. The Board shall establish the exercise price at the time each Warrant is offered and/or granted and specify it in the applicable
warrant agreement.


 


(c)       Duration
of Warrants. Each Warrant shall be exercisable at such times and subject to such terms and conditions as the Board may specify in
the applicable warrant agreement.


 


(d)       Exercise
of Warrant. Warrants may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by
any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(e)
for the number of shares for which the Warrant is exercised.


 


(e)       Payment
Upon Exercise. Ordinary Shares purchased upon the exercise of an Warrant granted under the Plan shall be paid for as follows:


 


(1)       in
cash, bank transfer or by check, payable to the order of the Company;


 


(2)       except
as the Board may, in its sole discretion, otherwise provide in a warrant agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or (ii) delivery by
the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to
the Company cash or a check sufficient to pay the exercise price;


 


(3)       when
the Ordinary Shares are registered under the Securities Act of 1933 (USA), as amended and/or any other applicable law under any other
jurisdiction (the “Securities Act”), by delivery of the Ordinary Shares owned by the Participant valued at their fair market
value as determined by (or in a manner approved by) the Board in good faith (“Fair Market Value”), provided (i) such method
of payment is then permitted under applicable law and (ii) such Ordinary Shares were owned by the Participant at least six months prior
to such delivery;


 


(4)       to
the extent permitted by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or


 


(5)       by
any combination of the above permitted forms of payment.



 






     


     


    

 


6.       Restricted
Stock


 


(a)       Offers
/ Grants. The Board may offer and/or grant Awards entitling recipients to acquire Ordinary Shares, subject to the right of the Company
to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares
if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock
Award”).


 


(b)       Terms
and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a
stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has
died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of
the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective
designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.


 


7.       Other
Stock-Based Awards


 


The Board shall have the right
to offer and/or grant other Awards based upon the Ordinary Shares having such terms and conditions as the Board may determine, including
the offer and/or grant of shares based upon certain conditions, the offer and/or grant of securities convertible into Ordinary Shares
and the offer and/or grant of stock appreciation rights.


 


8.       Adjustments
for Changes in Ordinary Shares and Certain Other Events


 


(a)       Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of
Ordinary Shares other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the
number and class of securities and exercise price per share subject to each outstanding Warrant, (iii) the repurchase price per
share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding Award shall be
appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in
good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 8(a) applies and Section 8(c)
also applies to any event, Section 8(c) shall be applicable to such event, and this Section 8(a) shall not be applicable.


 






     


     


    

 


(b)       Liquidation
or Dissolution. In the event of a proposed liquidation or dissolution of the Company, the Board shall upon written notice to the Participants
provide that all then unexercised Warrants will (i) become exercisable in full as of a specified time at least 10 business days prior
to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to
the extent exercised before such effective date. The Board may specify the effect of a liquidation or dissolution on any Restricted Stock
Award or other Award granted under the Plan at the time of the grant of such Award.


 


(c)       Acquisition
and Change in Control Events


 


(1)       Definitions


 


(a)       An
 “Acquisition Event” shall mean:


 


		(i)	any merger or consolidation of the Company with or into another entity as a result of which the Ordinary
Shares are converted into or exchanged for the right to receive cash, securities or other property; or



 


		(ii)	any exchange of shares of the Company for cash, securities or other property pursuant to a statutory share
exchange transaction.



 


(b)       A
 “Change in Control Event” shall mean:


 


		(i)	the acquisition by an individual, entity or group (including but not limited to in the event that two
or more persons act as partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of
securities) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person
beneficially owns 50% or more of either (x) the then-outstanding ordinary shares of the Company (the “Outstanding Company Ordinary
Shares”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition directly from the Company (excluding
an acquisition pursuant to the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for ordinary shares or voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (B)
any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by
the Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses
(x) and (y) of subsection (iii) of this definition; or



 


		(ii)	the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange
involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”),
unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all
of the individuals and entities who were the beneficial owners of the Outstanding Company Ordinary Shares and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding
ordinary shares and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one
or more subsidiaries), (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially
the same proportions as their ownership of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities, respectively,
immediately prior to such Business Combination and (y) no Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or by the Acquiring Corporation beneficially owns, directly or indirectly, 50% or
more of the then-outstanding ordinary shares or common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding
securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed
prior to the Business Combination).



 






     


     


    

 





		(c)	“Good Reason” shall mean any significant diminution in the Participant’s title, authority,
or responsibilities from and after such Acquisition Event or Change in Control Event, as the case may be, or any reduction in the annual
cash compensation payable to the Participant from and after such Acquisition Event or Change in Control Event, as the case may be, or
the relocation of the place of business at which the Participant is principally located to a location that is greater than 50 miles from
the current site.



 


		(d)	“Cause” shall mean any (i) willful failure by the Participant, which failure is not cured
within 30 days of written notice to the Participant from the Company, to perform his or her material responsibilities to the Company or
(ii) willful misconduct by the Participant which affects the business reputation of the Company. The Participant shall be considered to
have been discharged for “Cause” if the Company determined, within 30 days after the Participant’s resignation, that
discharge for Cause was warranted.



 


(2)       Effect
on Warrants


 


		(a)	Acquisition Event. Upon the occurrence of an Acquisition Event (regardless of whether such event
also constitutes a Change in Control Event), or the execution by the Company of any agreement with respect to an Acquisition Event (regardless
of whether such event will result in a Change in Control Event), the Board shall provide that all outstanding Warrants shall be assumed,
or equivalent warrants shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); provided that if such
Acquisition Event also constitutes a Change in Control Event, except to the extent specifically provided to the contrary in the instrument
evidencing any Warrant or any other agreement between a Participant and the Company, (A) one-half of the number of shares subject to the
Warrant which were not already vested shall be exercisable upon the occurrence of such Acquisition Event and, subject to (B) below, the
remaining one-half of such number of shares shall continue to become vested in accordance with the original vesting schedule set forth
in such warrant, with one-half of the number of shares that would otherwise have first become vested becoming so vested on each subsequent
vesting date in accordance with the original schedule and (B) such assumed or substituted warrants shall become immediately exercisable
in full if, on or prior to the first anniversary of the date of the consummation of the Acquisition Event, the Participant’s employment
with the Company or the acquiring or succeeding corporation is terminated for Good Reason by the Participant or is terminated without
Cause by the Company or the acquiring or succeeding corporation. For purposes hereof, a Warrant shall be considered to be assumed if,
following consummation of the Acquisition Event,
the Warrant confers the right to purchase, for each Ordinary Share subject to the Warrant immediately prior to the consummation of the
Acquisition Event, the consideration (whether cash, securities or other property) received as a result of the Acquisition Event by holders
of Ordinary Shares for each Ordinary Share immediately prior to the consummation of the Acquisition Event (and if 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 the consideration received as a result of the Acquisition Event is not solely ordinary shares or common stock of the
acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Warrants to consist solely of ordinary shares or common stock of the
acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received
by holders of outstanding Ordinary Shares as a result of the Acquisition Event.



  






     


     


    

 


Notwithstanding the
foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Warrants,
then the Board shall, upon written notice to the Participants, provide that all then unexercised Warrants will become exercisable in full
as of a specified time prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event,
except to the extent exercised by the Participants before the consummation of such Acquisition Event; provided, however, in the event
of an Acquisition Event under the terms of which holders of Ordinary Shares will receive upon consummation thereof a cash payment for
each Ordinary Share surrendered pursuant to such Acquisition Event (the “Acquisition Price”), then the Board may instead provide
that all outstanding Warrants shall terminate upon consummation of such Acquisition Event and that each Participant shall receive, in
exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of Ordinary
Shares subject to such outstanding Warrants (whether or not then exercisable), exceeds (B) the aggregate exercise price of such Warrants.


 


		(b)	Change in Control Event that is not an Acquisition Event. Upon the occurrence of a Change in Control
Event that does not also constitute an Acquisition Event, except to the extent specifically provided to the contrary in the instrument
evidencing any Warrant or any other agreement between a Participant and the Company, the vesting schedule of such Warrant shall be accelerated
in part so that one-half of the number of shares that
would otherwise have first become vested on any date after the date of the Change in Control Event shall immediately become exercisable.
The remaining one-half of such number of shares shall continue to become vested in accordance with the original vesting schedule set forth
in such Warrant, with one-half of the number of shares that would otherwise have first become vested becoming so vested on each subsequent
vesting date in accordance with the original schedule; provided, however, that each such Warrant shall be immediately exercisable in full
if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment
with the Company or the acquiring or succeeding corporation is terminated for Good Reason by the Participant or is terminated without
Cause by the Company or the acquiring or succeeding corporation.



  






     


     


    

 


(3)       Effect
on Restricted Stock Awards


 


		(a)	Acquisition Event that is not a Change in Control Event. Upon the occurrence of an Acquisition
Event that is not a Change in Control Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award
shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Ordinary
Shares were converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied
to the Ordinary Shares subject to such Restricted Stock Award.



 


		(b)	Change in Control Event. Upon the occurrence of a Change in Control Event (regardless of whether
such event also constitutes an Acquisition Event), except to the extent specifically provided to the contrary in the instrument evidencing
any Restricted Stock Award or any other agreement between a Participant and the Company, the vesting schedule of all Restricted Stock
Awards shall be accelerated in part so that one-half of the number of shares that would otherwise have first become free from conditions
or restrictions on any date after the date of the Change in Control Event shall immediately become free from conditions or restrictions.
Subject to the following sentence, the remaining one-half of such number of shares shall continue to become free from conditions or restrictions
in accordance with the original schedule set forth in such Restricted Stock Award, with one-half of the number of shares that would otherwise
have first become free from conditions or restrictions becoming free from conditions or restrictions on each subsequent vesting date in
accordance with the original schedule. In addition, each such Restricted Stock Award shall immediately become free from all conditions
or restrictions if, on or prior to the first anniversary of the date of the consummation
of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated
for Good Reason by the Participant or is terminated without Cause by the Company or the acquiring or succeeding corporation.



  






     


     


    

 


(4)       Effect
on Other Awards


 


		(a)	Acquisition Event that is not a Change in Control Event. The Board shall specify the effect of
an Acquisition Event that is not a Change in Control Event on any other Award granted under the Plan at the time of the grant of such
Award.



 


		(b)	Change in Control Event. Upon the occurrence of a Change in Control Event (regardless of whether
such event also constitutes an Acquisition Event), except to the extent specifically provided to the contrary in the instrument evidencing
any other Award or any other agreement between a Participant and the Company, the vesting schedule of all other Awards shall be accelerated
in part so that one-half of the number of shares that would otherwise have first become exercisable, realizable, vested or free from conditions
or restrictions on any date after the date of the Change in Control Event shall immediately become exercisable, realizable, vested or
free from conditions or restrictions. Subject to the following sentence, the remaining one-half of such number of shares shall continue
to become exercisable, realizable, vested or free from conditions or restrictions in accordance with the original schedule set forth in
such Award, with one-half of the number of shares that would otherwise have first become exercisable, realizable, vested or free from
conditions or restrictions becoming so exercisable, realizable, vested or free from conditions or restrictions on each subsequent vesting
date in accordance with the original schedule. In addition, each such Award shall immediately become fully exercisable, realizable, vested
or free from conditions or restrictions if, on or prior to the first anniversary of the date of the consummation of the Change in Control
Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason by
the Participant or is terminated without Cause by the Company or the acquiring or succeeding corporation.



 


		(5)	Limitations. Notwithstanding the foregoing provisions of this Section 8c if the Change in Control
Event is intended to be accounted for as a “pooling of interests” for financial accounting purposes, and if the acceleration
to be effected by the foregoing provisions of this Section 8(c) would preclude accounting for the Change in Control Event as a “pooling
of interests” for financial accounting purposes, then no such acceleration shall occur upon the Change in Control Event.



 





		(6)	Notwithstanding anything stipulated above, the Board may adopt, on a case by case basis of respective
Participants, such provisions derogating from the provisions of the effect of an Acquisition Event and/or Change in Control Event on Awards
as stipulated above, and which such amended and/or derogated provisions shall be deemed to override and be superior to the provisions
contained herein, all to be specifically implemented in the respective Award and/or the related agreement with the Participant.


 



     


     


    

 


9.       General
Provisions Applicable to Awards


 


(a)       Transferability
of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant,
to the extent relevant in the context, shall include references to authorized transferees.


 


(b)       Documentation.
Each Award shall be evidenced by a written instrument in such form as the Board shall determine. Each Award may contain terms and conditions
in addition to those set forth in the Plan.


 


(c)       Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d)       Termination
of Status. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant’s
legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award.


 


(e)       Withholding.
Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes and/or social security
contributions required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating
the tax and/or social security liability. Except as the Board may otherwise provide in an Award, when the Ordinary Shares are registered
under the Securities Act, Participants may, to the extent then permitted under applicable law, satisfy such tax and/or social security
obligations in whole or in part by delivery of Ordinary Shares, including shares retained from the Award creating the tax and/or social
security obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax and/or social
security obligations from any payment of any kind otherwise due to a Participant.


 


(f)       Amendment
of Award. The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or realization, provided that the Participant’s consent to
such action shall be required unless the Board determines that the action, taking into account any related action, would not materially
and adversely affect the Participant.


 


(g)       Conditions
on Delivery of Shares. The Company will not be obligated to deliver any Ordinary Shares pursuant to the Plan or to remove restrictions
from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of
the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery
of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and
regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.


 


(h)       Acceleration.
The Board may at any time provide that any Warrants shall become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards may become exercisable in full or in part or free of
some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.



 






     


     


    

 


10.       Provisions
relating to Israeli Employees and/or Directors and/or Office Holders


 


Notwithstanding anything stipulated in the Plan,
the following conditions shall be superior to any provision of the Plan in relation to employees and/or directors and/or office holders
(“Nosei Misra” - as such term is defined in the Israeli Companies Law) of the Company and/or its affiliate residing
and exercising their employment in Israel and who has been deemed to be a Participant (hereinafter the “Israeli Participant”).


 


(a)       Warrants
granted under the Plan to an Israeli Participant may contain such terms as will allow the Warrants and the Ordinary Shares purchased pursuant
to the Plan to be recognized (hereinafter “Eligible Warrants”) pursuant to Section 102 of the Israel Income Tax Ordinance
(New Version), as amended (the “Ordinance”) and to comply with the Ordinance and its regulations and the Income Tax
Rules (Tax Benefits in Share Issuances to Employees) 5363¬2003 (the “Rules”).


 


(b)      Eligible
Warrants, Warrants and/or Ordinary Shares, as the case may be, shall be held in escrow for the benefit of such Israeli Participant by
an escrow agent approved by the Israeli Tax Authority (the “ITA”) for such purpose (the “Escrow Agent”).


 


(c)       Application
of section 102 of the Ordinance:


 


(i)       Warrants
and/or Ordinary Shares, as the case may be, granted to Israeli Participants who are deemed to be a “Controlling Shareholder”,
as such term is defined in Section 32(i) of the Ordinance, shall be subject to Section 3(i) of the Ordinance, as shall apply from time
to time. The Board shall have the absolute discretion to decide whether Warrants and/or Ordinary Shares granted pursuant to Section 3(i)
of the Ordinance shall be held with the Escrow Agent.


 


(ii)       The
Escrow Agent and each Israeli Participant in the Plan shall comply with the Ordinance and Rules and with the escrow agreement entered
into between the Company and the Escrow Agent.


 






     


     


    

 





(iii)       Without
derogating from the aforementioned, the Board shall have the authority to determine the specific procedures and conditions of the trusteeship
with the Escrow Agent in a separate agreement between the Company and the Escrow Agent.


 


(iv)       The
Eligible Warrants, Warrants and/or Ordinary Shares, as the case may be, and any underlying rights (including bonus shares and dividends
), shall be issued to and held by the Escrow Agent for the benefit of the Israeli Participant in accordance with the provisions of Section
102 of the Ordinance (under the tax route chosen by the Company) and the provisions of the Rules at least for the period required by the
Ordinance and the Rules, or such other period as may be required by the ITA. All rights accruing out of and/or resulting from the Eligible
Warrants, Warrants and/or Ordinary Shares, as the case may, including, but not limited to bonus shares, shall be vested with the Escrow
Agent until the end of the holding period prescribed by the Ordinance and/or the Rules.


 


(v)       After
the required holding period and subject to any further period included in this Plan, or the warrant agreement with the Israeli Participant,
the Escrow Agent may release the Eligible Warrants, Warrants and/or Ordinary Shares, as the case may be to the Israeli Participant only
after the receipt by the Escrow Agent of an acknowledgment from the ITA that the Israeli Participant has paid or will pay any applicable
tax due pursuant to the Ordinance and Rules.


 


(vi)      The
validity of any order given to the Escrow Agent by the Israeli Participant shall be subject to the approval of the Company. The Company
shall render its decision regarding whether to approve orders given by any Israeli Participant to the Escrow Agent within a reasonable
period of time. The Company shall not be required to approve any order which is incomplete, is not in accordance with the provisions of
this Plan and the relevant warrant agreement or which the Company believes should not be executed for any reasonable reason. The Company
shall notify the Israeli Participant of the reason for not approving his order. Approval by the Company of any order given to the Escrow
Agent by an Israeli Participant shall not constitute proof of the Company’s recognition of any right of such Escrow Agent.


 


(vii)       Israeli
Participants shall pay the Exercise Price upon exercise of any Eligible Warrants, Warrants and/or Ordinary Shares, as the case may be
in cash or its equivalent or, subject to prior approval by ITA, any other method specified in the Plan.


 


(viii)       In
the event a stock dividend and/or bonus shares is declared on the Eligible Warrants, Warrants and/or Ordinary Shares, as the case may
be according to section 8(a) of the Plan, such dividend shares shall be subject to the provisions of this Plan and the holding period
for such dividend shares shall be measured from the commencement of the holding period for the Eligible Warrants, Warrants and/or Ordinary
Shares, as the case may be, from which the dividend was declared.


 


(ix)       According
to today’s laws, the exemption under Section 102 of the Ordinance shall be forfeited and the Israeli Participant shall be
required to pay any applicable tax promptly at such time as (i) the Company or the Israeli Participant fail to comply with one or
more of the conditions for the exemption as required by the Ordinance, Rules or ITA; or (ii) the ITA withdraws or cancels the
exemption for the Plan or for the particular Israeli Participant. Notwithstanding the loss of an exemption, the Escrow Agent shall
continue to hold the Eligible Warrants, Warrants and/or Ordinary Shares, as the case may be (to the extent the Warrant remains
exercisable following termination of employment) for the remainder of the applicable holding period under Section 102 of the
Ordinance.


 


(x)       Notwithstanding
the aforesaid, an Israeli Participant shall not be entitled to the issuance or exercise the Eligible Warrants, Warrants and/or Ordinary
Shares, including, but not limited to declared dividends and/or bonus shares, as the case may be, prior to the end of the holding period
by the Escrow Agent, in accordance with the tax route elected by the Company.


 






     


     


    

 


(d)       All
tax, duties and levies liabilities regarding the issue and/or exercise and/or the transfer, waiver, or expiration and/or the disposal
of the Eligible Warrants, Warrants and/or Ordinary Shares, including, but not limited to declared dividends and/or bonus shares, as the
case may be, shall be borne by the Israeli Participant and in the event of death of such Israeli Participant, by their heirs, all in accordance
with the tax route elected by the Company.


 


Neither the Company nor any
Subsidiary Corporation nor the Escrow Agent shall be required to bear the aforementioned taxes, duties and/or levies liabilities, directly
or indirectly, nor shall they be required to gross up such taxes, duties and/or levies liabilities in the Israeli Participant’s
salaries or remuneration. The applicable taxes, duties and/or levies liabilities shall be deducted from the proceeds of disposal of the
Eligible Warrants, Warrants and/or Ordinary Shares or shall be paid to the Escrow Agent or to the Company, as the case may be, by the
Israeli Participant. The Company is also entitled to withhold taxes, duties and/or levies liabilities in accordance with relevant law,
rules and regulations.


 


Without derogating from the
above, the Eligible Warrants, Warrants and/or Ordinary Shares which are granted to Israeli Participants shall be subject to the provisions
of Section 102 of the Ordinance, as shall apply from time to time, and the Rules promulgated thereunder. The Board shall have the absolute
discretion to choose between any available tax routes to the Israeli Participant under Section 102 of the Ordinance, subject to the provisions
of the Ordinance.


 


The Israeli Participant shall
agree and undertake to indemnify the Escrow Agent and the Company and its Subsidiary Corporations and hold each of them harmless against
and from any taxes, duties and/or levies liability, including interest and/or fines of any type and/or linkage differentials in respect
of such taxes, duties and/or levies liability and/or withheld tax and penalties thereon, which may be incurred as a result of the granting
or exercise of an Eligible Warrant or the issuance of Ordinary Shares pursuant to such Warrants.


 


The Company’s or the
Escrow Agent’s obligation to deliver Ordinary Shares upon the exercise of an Award or to sell or transfer Ordinary Shares is subject
to payment (or provision of payment satisfactory to the Board) by the Israeli Participant of all taxes, duties and/or levies liability
due under any applicable law.


 


The ramifications of any future
modification of any applicable law regarding the taxation of Eligible Warrants, Warrants and/or Ordinary Shares granted to Israeli Participants
shall apply to the Israeli Participants accordingly and such Israeli Participants shall bear the full cost thereof, unless such modified
laws expressly provide otherwise. For the avoidance of doubt, should the applicability of such taxing arrangements to this Plan or to
securities issued in the framework thereof be conditioned on an application by the Company or by the Escrow Agent that same shall apply,
the Company shall be entitled to decide, at its absolute discretion, whether to apply such taxing arrangements and to instruct the Escrow
Agent to act accordingly.


 






     


     


    

 


11.       Miscellaneous


 


(a)       No
Right To Employment or Other Status. No person shall have any claim or right to be offered and/or granted an Award, and the offer
and/or grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with
the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)       No
Rights As Shareholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any
rights as a shareholder with respect to any Ordinary Shares to be distributed with respect to an Award until becoming the record holder
of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Ordinary Shares by means of a stock dividend
and the exercise price of and the number of shares subject to such Warrant are adjusted as of the date of the distribution of the dividend
(rather than as of the record date for such dividend), then a Participant who exercises a Warrant between the record date and the distribution
date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the Ordinary Shares
acquired upon such Warrant exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.


 


(c)       Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be offered
and/or granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by the Company’s shareholders, but Awards previously offered and/or granted may extend
beyond that date.


 


(d)       Amendment
of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time.


 


(e)       Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of
the Belgium, without regard to any applicable conflicts of law. Any dispute arising out of or in connection with the Plan and any related
Award, including any question regarding its existence, validity or termination, shall be settled by the Courts of Brussels (Belgium).


 


(f)       Tax
Consequences. Any tax consequences arising from the offer, grant or exercise of any warrant, from the payment for shares covered
thereby or from any other event or act, hereunder, shall be borne solely by Participant. The Company shall withhold taxes according
to the requirements of the applicable laws, rules, and regulations, including the withholding of taxes and social security
contributions at source. Furthermore, the Participant shall indemnify the Company and hold it harmless against and from any and all
liability for any such tax or social security contribution as well as any related interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the
Participant.


 


The Company shall not be required
to release any shares certificate to any Participant or record an entry on its share register indicating ownership of shares by a Participant
until all required payments have been fully made.