Exhibit 10.6


 


ZEDGE
HOLDINGS, INC.


2008
OMNIBUS STOCK INCENTIVE PLAN


(Amended
and Restated on November 1, 2011)


 


	1.	Establishment, Purpose and Types of Awards.




 


Zedge
Holdings, Inc. (the “Company”) hereby establishes the Zedge Holdings, Inc. 2008 Omnibus Stock Incentive Plan (the
“Plan”). The Plan is intended to enhance the Company’s and its Related Entities’ (as defined
herein) ability to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate
such persons to serve the Company and its Related Entities and to expend maximum effort to improve the business results and earnings
of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations
and future success of the Company. To this end, the Plan provides for the grant of stock options, restricted stock, and deferred
stock units. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term
performance goals in accordance with the terms hereof. Stock options granted under the Plan may be nonqualified stock options
or incentive stock options, as provided herein, except that stock options granted to outside directors and any consultants or
advisers providing services to the Company or a Related Entity shall in all cases be nonqualified stock options.


 


		2.	Definitions.



 


For
purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:


 


	 	(a)	“Award” means a grant of an Option, Restricted
Stock or Deferred Stock Units under the Plan.




 


	 	(b)	“Award Agreement” means the agreement between
the Company and a Grantee that evidences and sets out the terms and conditions of an Award.




 


	 	(c)	“Board” means the Board of Directors of
the Company.




 


	 	(d)	“Change in Control” means a change
in ownership or control of the Company effected through any one or more of the following:




 


(i)  any
one person or entity, or more than one person or entity acting as a group (in each case excluding (A) IDT Corporation and its
affiliates, (B) David Colburn, Shaman II, L.P. and their respective affiliates, and (C) any other stockholder of the Company and
their respective affiliates as of the date the Plan is adopted by the stockholders), acquires (or has acquired during the twelve
(12) month period ending on the date of the most recent acquisition by that person or entity or persons or entities acting as
a group) ownership of the Company’s capital stock possessing at least fifty percent (50%) of the total voting power
of the capital stock; or


 






    


     

    

 


(ii)  any one person or entity, or more than one person or entity acting as a group (in each case excluding (A) IDT Corporation
and its affiliates, (B) David Colburn, Shaman II, L.P. and their respective affiliates, and (C) any other stockholder of the
Company and their respective affiliates as of the date the Plan is adopted by the stockholders), acquires (or has acquired
during the twelve (12) month period ending on the date of the most recent acquisition by that person or entity or persons or
entities acting as a group) assets from the Company that have a total gross fair market value equal to at least forty percent
(40%) of the total gross fair market value of all the Company’s assets immediately prior to the acquisition or
acquisitions. Gross fair market value means the value of the Company’s assets, or the value of the assets being
disposed of, without regard to any liabilities associated with these assets.


 


In
determining whether a Change in Control occurs, the attribution rules of Code Section 318 apply to determine stock ownership.
The stock underlying a vested option is treated as owned by the individual who holds the vested option, and the stock underlying
an unvested option is not treated as owned by the individual who holds the unvested option. In addition, similar rules apply for
determining whether a Change in Control of a noncorporate entity has occurred.


 


	 	(e)	“Code” means the Internal Revenue Code of
1986, as amended from time to time.




 


	 	(f)	“Committee” initially means the Board provided
that, when the Board shall establish a Compensation Committee of the Board, unless the Board determined to retain its role in
respect of the Plan, such Compensation Committee shall constitute the Committee, or such other committee as the Board may designate
from time to time to administer the Plan.




 


	 	(g)	“Common Stock” means shares of Common Stock,
par value $01 per share, of the Company.




 


	 	(h)	“Company” means Zedge Holdings, Inc., a
corporation incorporated under the laws of the State of Delaware, or any successor corporation.



 


(i)  “Continuous
Service” means that the provision of Services to the Company or a Related Entity is not interrupted or terminated. Continuous
Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers between locations
of the Company or among the Company, any Related Entity or any successor in any capacity of officer, employee, director or consultant,
or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity
of officer, employee or consultant (except as otherwise provided in the applicable Agreement). An approved leave of absence shall
include sick leave, maternity leave, military leave (including, without limitation, service in the National Guard or the Army
Reserves) or any other personal leave approved by the Committee. For purposes of Incentive Stock Options, no such leave may exceed
ninety (90) days unless re-employment upon expiration of such leave is guaranteed by statute or contract.



 






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	 	(j)	“Corporate Transaction” means any of the
following transactions:




 


(i)  a
merger or consolidation of the Company with any other corporation or other entity, other than (A) a merger or consolidation with
(1) IDT Corporation or its affiliates, (2) David Colburn, Shaman II, L.P. or their respective affiliates, or (3) any other stockholder
of the Company and their respective affiliates as of the date the Plan is adopted by the stockholders, or (B) a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving or parent entity) eighty percent (80%)
or more of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately
after such merger or consolidation, or (C) a merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction); or


 


(ii)  the
approval by the Company’s directors and stockholders of a plan of complete liquidation of the Company or a definitive agreement
for the sale or disposition by the Company of all or substantially all of its assets (or any transaction having a similar effect)
(other than to (A) IDT Corporation or its affiliates, (B) David Colburn, Shaman II, L.P. or their respective affiliates, or (C)
any other stockholder of the Company and their respective affiliates as of the date the Plan is adopted by the stockholders).


 


	 	(k)	“Deferred Stock Units” mean a Grantee’s
rights to receive shares of Common Stock on a deferred basis, subject to such restrictions, forfeiture provisions and other terms
and conditions as shall be determined by the Committee.






 


	 	(I)	“Disability” means a Grantee’s inability
to perform his or her duties with the Company or Related Entity by reason of any medically determinable physical or mental impairment,
as determined by a physician selected by the Grantee and acceptable to the Company.




 


		(m)	“Exchange
                                         Act” means the Securities Exchange Act of 1934, as amended from time to time.



 


		(n)	“Fair
                                         Market Value” per share as of a particular date means the value of a share of Common
                                         Stock, determined as follows: if on the date of grant of an Award or other determination
                                         date the Common Stock is listed on an established national or regional stock exchange,
                                         or is publicly traded on an established securities market, the Fair Market Value of a
                                         share of Common Stock shall be the closing price of the Common Stock on such exchange
                                         or in such market (if there is more than one such exchange or market the Committee shall
                                         determine the appropriate exchange or market) on the date of grant of an Award or such
                                         other determination date (or if there is no such reported closing price, the Fair Market
                                         Value shall be the mean between the highest bid and lowest asked prices or between the
                                         high and low sale prices on such trading day) or, if no sale of Common Stock is
reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Common Stock is not
listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Common
Stock as determined by the Committee in good faith in a manner consistent with Code Section 409A.



 






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		(o)	“Grantee”
                                         means a person who receives a grant of Options, Restricted Stock or Deferred Stock Units
                                         under the Plan.



 


		(p)	“Incentive
                                         Stock Option” means any option intended to be, and designated as, an incentive
                                         stock option within the meaning of Section 422 of the Code.



 


		(q)	“Investor
                                         Rights Agreement” means the Amended and Restated Investor Rights Agreement by and
                                         among the Company and the stockholders of the Company dated as of September 23, 2008,
                                         as the same may be modified, amended or supplemented from time to time.



 


		(r)	“Nonqualified
                                         Stock Option” means any option not designated as an Incentive Stock Option.



 


		(s)	“Option”
                                         or “Options” means a grant to a Grantee of an option or options to purchase
                                         shares of Common Stock.



 


	 	(t)	“Option Agreement” shall have the meaning
set forth in Section 6 of the Plan.




 


		(u)	“Option
                                         Price” means the exercise price of the shares of Common Stock, as applicable, covered
                                         by an Option.



 


		(v)	“Parent”
                                         means any “parent corporation” of the Company within the meaning of Section
                                         424(e) of the Code.



 


		(w)	“Plan”
                                         means this Zedge Holdings, Inc. 2008 Omnibus Stock Incentive Plan, as amended or restated
                                         from time to time.



 


		(x)	“Related
                                         Entity” means any Parent, Subsidiary or any business, corporation, partnership,
                                         limited liability company or other entity in which the Company, a Parent or a Subsidiary
                                         holds a substantial ownership interest, directly or indirectly.



 


		(y)	“Related
                                         Entity Disposition” means the sale, distribution or other disposition by the Company
                                         of all or substantially all of the Company’s interest in any Related Entity effected
                                         by a sale, merger or consolidation or other transaction involving such Related Entity
                                         or the sale of all or substantially all of the assets of such Related Entity (in each
                                         case not involving IDT Corporation or its affiliates). For purposes of granting stock
                                         options, an entity may not be considered a Related Entity if it results in noncompliance
                                         with Code Section 409A.



 



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	 	(z)	“Restricted Period” shall have the meaning
set forth in Section 9W) of the Plan.




 


(aa)
“Restricted Stock” means shares of Common Stock issued under the Plan to a Grantee for such consideration, if any,
and subject to such restrictions on transfer, rights of refusal, repurchase provisions, forfeiture provisions and other terms
and conditions as shall be determined by the Committee.


 


(bb)
“Retirement” means a Grantee’s retirement in accordance with the terms of any tax-qualified retirement plan
maintained by the Company or any Related Entity in which the Grantee participates.


 


(cc)
“Rule 16b-3” means Rule 16b-3, as from time to time in effect, promulgated under the Exchange Act, including any successor
to such Rule.


 


(dd)
“Service” means service as a Service Provider to the Company or Related Entity. Unless otherwise stated in the applicable
Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long
as such Grantee continues to be a Service Provider to the Company or a Related Entity. Subject to the preceding sentence, whether
a termination of Service shall have occurred for purposes of the Plan shall be determined by the Committee, which determination
shall be final, binding and conclusive.


 


(ee)
“Service Provider” means an employee, officer or director of the Company or a Related Entity, or a consultant or adviser
(who is a natural person) currently providing services to the Company or a Related Entity.


 


(ff)
“Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of
the Code.


 


(gg)
“Tax Event” shall have the meaning set forth in Section 14 of the Plan.


 


(hh)
“Ten Percent Stockholder” means a Grantee who at the time an Incentive Stock Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or
any Parent or Subsidiary.


 


		3.	Administration.



 


	 	(a)	The Plan shall be administered by the Committee, the
members of which may be composed of (i) “non-employee directors” under Rule 16b-3 and “outside directors”
under Section 162(m) of the Code (if applicable), or (ii) any other members of the Board.




 






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	 	(b)	The Committee shall have the authority in its discretion,
subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Awards; to determine which Options shall constitute Incentive Stock Options
and which Options shall constitute Nonqualified Stock Options; to determine the purchase price of the shares of Common Stock covered
by each Option; to determine the persons to whom, and the time or times at which Awards shall be granted; to determine the number
of shares to be covered by each Award; to interpret the Plan and any award under the Plan; to reconcile any inconsistent terms
in the Plan or any award under the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine
the terms and provisions of the Award Agreements (which need not be identical) and to cancel or suspend awards, as necessary;
to make all other determinations deemed necessary or advisable for the administration of the Plan and to amend the provisions
of any outstanding Award or Award Agreement; provided, however, that any amendment that would adversely affect a
Grantee’s nights under an outstanding Award Agreement may be made only with the Grantee’s written consent. Notwithstanding
the foregoing provisions, the Committee may, without a Grantee’s written consent, amend the provisions of an outstanding
Award Agreement to maintain the qualified status of an Incentive Stock Option, and to bring an Award Agreement into compliance
with, or obtain an exemption from, the requirements of Code Section 409A.




 


	 	(c)	All decisions, determination and interpretations of
the Committee shall be final and binding on all Grantees of any awards under this Plan. No member of the Board or Committee shall
be liable for any action taken or determination made in good faith with respect to the Plan or any award granted hereunder.




 


	 	(d)	The Committee may delegate to one or more executive
officers of the Company the authority to (i) grant Awards under the Plan to Service Providers who are not officers or directors
of the Company, (ii) execute and deliver documents or take such other ministerial actions on behalf of the Committee with respect
to Awards and (iii) to make interpretations of the Plan. The grant of authority in this Section 3(d) shall be subject to
such conditions and limitations as may be determined by the Committee. If the Committee delegates authority to any such executive
officer or executive officers of the Company pursuant to this Section 3(d), and such executive officer or executive officers
grant awards pursuant to such delegated authority, references in this Plan to the “Committee” as they relate to such
awards shall be deemed to refer to such executive officer or executive officers, as applicable.




 


		4.	Eligibility.



 


Awards
may be granted to any Service Provider whose participation in the Plan is determined to be in the best interests of the
Company by the Committee. In determining the persons to whom awards shall be granted and the number of shares to be covered
by each award, the Committee shall take into account the duties of the respective persons, their present and potential
contributions to the success of the Company and such other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.


 






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		5.	Stock.



 


	 	(a)	The maximum number of shares of Common Stock reserved
for the grant of Awards under the Plan shall be Twenty Seven Thousand, One Hundred Eighteen (27,118), subject to adjustment as
provided in Section 12 of the Plan. Such shares may, in whole or in part, be authorized but unissued shares or shares that
shall have been or may be reacquired by the Company.




 


	 	(b)	If any outstanding award under the Plan should, for
any reason expire, be canceled or be forfeited without having been exercised in full, the shares of Common Stock allocable to
the unexercised, canceled or terminated portion of such award shall (unless
the Plan shall have been terminated) become available for subsequent grants of awards under the Plan, unless otherwise determined
by the Committee.




 


	 	(c)	In no event may a Grantee be granted during any calendar
year Options to acquire more than an aggregate of 50,000 shares of Common Stock or more than 50,000 shares of Restricted Stock
or Deferred Stock Units, subject to adjustment as provided in Section 12 of the Plan.




 


		6.	Terms
                                         and Conditions of Options.



 


	 	(a)	OPTION AGREEMENT. Each Option granted pursuant to the
Plan shall be evidenced by a written agreement between the Company and the Grantee (the “Option Agreement”), in such
form and containing such terms and conditions as the Committee shall from time to time approve, which Option Agreement shall comply
with and be subject to the following terms and conditions, unless otherwise specifically provided in such Option Agreement.




 


	 	(b)	NUMBER OF SHARES. Each Option Agreement shall state
the number of shares of Common Stock, as applicable, to which the Option relates.




 


	 	(c)	TYPE OF OPTION. Each Option Agreement shall specifically
state that the Option constitutes an Incentive Stock Option or a Nonqualified Stock Option. In the absence of such designation,
the Option will be deemed to be a Nonqualified Stock Option.




 


	 	(d)	OPTION PRICE. Each Option Agreement shall state the
Option Price, which shall not be less than one hundred percent (100%) of the Fair Market Value of the shares of Common Stock covered
by the Option on the date of grant. The Option Price shall be subject to adjustment as provided in Section 12 of the Plan.




 


	 	(e)	MEDIUM AND TIME
    OF PAYMENT. The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Common Stock, as applicable,
    having a Fair Market Value equal to such Option Price or in a combination of cash and Common Stock, as applicable, including
    a cashless exercise procedure through a broker-dealer; provided, however, that in the case of an Incentive Stock
    Option, the medium of payment shall be determined at the time of grant and set forth in the applicable Option Agreement.




 






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		(f)	TERM
                                         AND EXERCISABILITY OF OPTIONS. Each Option Agreement shall provide the exercise schedule
                                         for the Option as determined by the Committee, provided, that, the Committee shall
                                         have the authority to accelerate the exercisability of any outstanding option at such
                                         time and under such circumstances as it, in its sole discretion, deems appropriate. The
                                         exercise period will be ten (10) years from the date of the grant of the option unless
                                         otherwise determined by the Committee; provided, however, that in the case
                                         of an Incentive Stock Option, such exercise period shall not exceed ten (10) years from
                                         the date of grant of such Option. The exercise period shall be subject to earlier termination
                                         as provided in Sections 6(f) and 6(g) of the Plan. An Option may be exercised,
                                         as to any or all full shares of Common Stock as to which the Option has become exercisable,
                                         by written notice delivered in person or by mail to the Company’s transfer agent
                                         or other administrator designated by the Company, specifying the number of shares of
                                         Common Stock with respect to which the Option is being exercised.



 


		(g)	TERMINATION.
                                         Except as provided in this Section 6(g) and in Section 6(h) of the Plan,
                                         an Option may not be exercised unless the Grantee is then a Service Provider to the Company
                                         or a Related Entity (or a corporation or a parent or subsidiary of such corporation issuing
                                         or assuming the Option in a transaction to which Section 424(a) of the Code applies),
                                         and unless the Grantee has remained in Continuous Service since the date of grant of
                                         the Option. In the event that the Service of a Grantee is terminated (other than by reason
                                         of death, Disability or Retirement), all Options of such Grantee that are exercisable
                                         at the time of Grantee’s termination may, unless earlier terminated in accordance
                                         with their terms, be exercised within one hundred eighty (180) days after the date of
                                         termination (or such different period as the Committee shall prescribe).



 


		(h)	DEATH,
                                         DISABILITY OR RETIREMENT OF GRANTEE. If a Grantee shall die while a Service Provider,
                                         or within thirty (30) days after the date of termination of such Grantee’s Service
                                         (or within such different period as the Committee may have provided pursuant to Section
                                         6(g) of the Plan), or if the Grantee’s relationship as a Service Provider terminates
                                         by reason of Disability, all Options theretofore granted to such Grantee (to the extent
                                         otherwise exercisable) may, unless earlier terminated in accordance with their terms,
                                         be exercised by the Grantee or by the Grantee’s estate or by a person who acquired
                                         the right to exercise such Options by bequest or inheritance or otherwise by result of
                                         death or Disability of the Grantee, at any time within one hundred eighty (180) days
                                         after the death or Disability of the Grantee (or such different period as the Committee
                                         shall prescribe). In the event that an Option granted hereunder shall be exercised by
                                         the legal representatives of a deceased or former Grantee, written notice of such exercise
                                         shall be accompanied by a certified copy of letters testamentary or equivalent proof
                                         of the right of such legal representative to exercise such Option. In the event that
                                         the relationship of a Grantee as a Service Provider terminates on account of such Grantee’s
                                         Retirement, all Options of such Grantee that are exercisable at the time of such Retirement
                                         may, unless earlier terminated in accordance with their terms, be exercised at any time
                                         within one hundred eighty (180) days after the date of such Retirement (or such different
                                         period as the Committee shall prescribe).



 


	 	(i)	OTHER PROVISIONS. The Option Agreements evidencing awards
under the Plan shall contain such other terms and conditions not inconsistent with the Plan as the Committee may determine.









 



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		7.	Non
                                         qualified Stock Options.



 


Options
granted pursuant to this Section 7 are intended to constitute Nonqualified Stock Options and shall be subject only to the
general terms and conditions specified in Section 6 of the Plan.


 


		8.	Incentive
                                         Stock Options.



 


Options
granted pursuant to this Section 8 are intended to constitute Incentive Stock Options and shall be subject to the following
special terms and conditions, in addition to the general terms and conditions specified in Section 6 of the Plan:


 


	 	(a)	LIMITATION ON ELIGIBILITY. Only employees of the Company
or any parent or Subsidiary of the Company may be granted an Incentive Stock Option.




 


	 	(b)	LIMITATION ON VALUE OF SHARES. To the extent that the
aggregate Fair Market Value of shares of Common Stock subject to Options designated as Incentive Stock Options which become exercisable
for the first time by a Grantee during any calendar year (under all plans of the Company or any parent or Subsidiary) exceeds
$100,000, such excess Options, to the extent of the shares covered thereby in excess of the foregoing limitation, shall be treated
as Nonqualified Stock Options. For this purpose, Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the shares of Common Stock shall be determined as of the date that the Option with
respect to such shares was granted.




 


	 	(c)	TEN PERCENT STOCKHOLDER. In the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, (i) the Option Price shall not be less than one hundred ten percent (110%)
of the Fair Market Value of the shares of Common Stock on the date of grant of such Incentive Stock Option, and (ii) the exercise
period shall not exceed five (5) years from the date of grant of such Incentive Stock Option.




 


		9.	Restricted
                                         Stock.



 


The
Committee may award shares of Restricted Stock to any Service Provider. Each award of Restricted Stock under the Plan shall be
evidenced by a written Agreement between the Company and the Grantee, in such form as the Committee shall from time to time approve,
which Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically provided
in such Agreement:


 


	 	(a)	NUMBER OF SHARES. Each Agreement shall state the number
of shares of Restricted Stock to be subject to an award.




 



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		(b)	RESTRICTIONS.
                                         Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated
                                         or otherwise disposed of, except by will or the laws of descent and distribution, for
                                         such period as the Committee shall determine from the date on which the award is granted
                                         (the “Restricted Period”). The Committee may also impose such additional
                                         or alternative restrictions and conditions on the shares as it deems appropriate including,
                                         but not limited to, the satisfaction of performance criteria. Such performance criteria
                                         may include sales, earnings before interest and taxes, return on investment, earnings
                                         per share, any combination of the foregoing or rate of growth of any of the foregoing,
                                         as determined by the Committee. The Company may, at its option, maintain issued shares
                                         in book entry form. Certificates, if any, for shares of stock issued pursuant to Restricted
                                         Stock awards shall bear an appropriate legend referring to such restrictions, and any
                                         attempt to dispose of any such shares of stock in contravention of such restrictions
                                         shall be null and void and without effect. During the Restricted Period, any such certificates
                                         shall be held in escrow by an escrow agent appointed by the Committee. In determining
                                         the Restricted Period of an award, the Committee may provide that the foregoing restrictions
                                         shall lapse with respect to specified percentages of the awarded shares on successive
                                         anniversaries of the date of such award.



 


	 	(c)	FORFEITURE. Subject to such exceptions as may be determined
by the Committee, if the Grantee’s Continuous Service shall terminate for any reason prior to the expiration of the Restricted
Period of an award, any shares remaining subject to restrictions (after taking into account the provisions of Section 9(e)
of the Plan) shall thereupon be forfeited by the Grantee and transferred to, and retired by, the Company without cost to the Company
or any Related Entity, and such shares shall become available for subsequent grants of awards under the Plan, unless otherwise
determined by the Committee.




 


	 	(d)	OWNERSHIP. During the Restricted Period, the Grantee
shall possess all incidents of ownership of such shares, subject to Section 9(b) of the Plan, including the right to receive
dividends with respect to such shares and to vote such shares.




 


	 	(e)	ACCELERATED LAPSE OF RESTRICTIONS. Upon the occurrence
of any of the events specified in Section 12 of the Plan (and subject to the conditions set forth therein), all restrictions
then outstanding on any shares of Restricted Stock awarded under the Plan shall lapse as of the applicable date set forth in Section
12 of the Plan. The Committee shall have the authority (and the Agreement may so provide) to cancel all or any portion of
any outstanding restrictions prior to the expiration of the Restricted Period with respect to any or all of the shares of Restricted
Stock awarded on such terms and conditions as the Committee shall deem appropriate.



 






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		10.	Deferred
                                         Stock Units.



 


The
Committee may award Deferred Stock Units to any Service Provider. Each award of Deferred Stock Units under the Plan shall be evidenced
by a written Agreement between the Company and the Grantee, in such form as the Committee shall from time to time approve, which
Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically provided in such
Agreement:


 


	 	(a)	NUMBER OF SHARES. Each Agreement for Deferred Stock
Units shall state the number of shares of Common Stock to be subject to an award.




 


	 	(b)	RESTRICTIONS. Deferred Stock Units may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution,
until shares of Common Stock are payable with respect to an award. The Committee may impose such vesting restrictions and conditions
on the payment of shares as it deems appropriate including the satisfaction of performance criteria. Such performance criteria
may include sales, earnings before interest and taxes, return on investment, earnings per share, any combination of the foregoing
or rate of growth of any of the foregoing, as determined by the Committee.




 


	 	(c)	FORFEITURE. Subject to such exceptions as may be determined
by the Committee, if the Grantee’s Continuous Service terminates for any reason prior to the Grantee becoming fully vested
in the award, then the Grantee’s rights under any unvested Deferred Stock Units shall be forfeited without cost to the Company
or any Related Entity.




 


	 	(d)	OWNERSHIP. Until shares are delivered with respect to
Deferred Stock Units, the Grantee shall not possess any incidents of ownership of such shares, including the right to receive
dividends with respect to such shares and to vote such shares.




 


	 	(e)	ACCELERATED LAPSE OF RESTRICTIONS. Upon the occurrence
of any of the events specified in Section 12 of the Plan (and subject to the conditions set forth therein), all restrictions
then outstanding on any Deferred Stock Units awarded under the Plan shall lapse as of the applicable date set forth in Section
12 of the Plan. The Committee shall have the authority (and the Agreement may so provide) to cancel all or any portion of
any outstanding restrictions prior to the expiration of any restricted period with respect to any or all of the shares of Deferred
Stock Units awarded on such terms and conditions as the Committee shall deem appropriate.




 


		11.	Effect
                                         of Certain Changes.



 


	 	(a)	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event
of any extraordinary dividend, stock dividend, recapitalization, merger, consolidation, stock split, warrant or rights issuance,
or combination or exchange of such shares, or other similar transactions, the Committee shall equitably adjust (i) the maximum
number of Options or shares of Restricted Stock that may be awarded to a Grantee in any calendar year (as provided in Section
5 of the Plan), (H) the number of shares of Common Stock available for Awards under the Plan, (iii) the number and/or kind
of shares covered by outstanding Awards and (iv) the price per share of Options, in each such case so as to reflect such event
and preserve the value of such awards; provided, however, that any fractional shares resulting from such adjustment shall
be eliminated.




 



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	 	(b)	CHANGE IN COMMON STOCK. In the event of a change in
the Common Stock as presently constituted that is limited to a change of all of its authorized shares of Common Stock into the
same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.




 


		12.	Corporate
                                         Transaction; Change in Control; Related Entity Disposition.



 


	 	(a)	CORPORATE TRANSACTION. In the event of a Corporate Transaction,
each Award which is at the time outstanding under the Plan shall automatically become fully vested and exercisable and, in the
case of an award of Restricted Stock or an award of Deferred Stock Units, shall be released from any restrictions on transfer
(except with regard to the Investor Rights Agreement and such other agreements between the Grantee and the Company) and repurchase
or forfeiture rights, immediately prior to the specified effective date of such Corporate Transaction. Effective upon the consummation
of the Corporate Transaction, all outstanding awards of Options under the Plan shall terminate, unless otherwise determined by
the Committee. However, all such awards shall not terminate if the awards are, in connection with the Corporate Transaction, expressly
assumed by the successor corporation or Parent thereof (but no party shall have any obligation to do so).




 


	 	(b)	CHANGE IN CONTROL. In the event of a Change in Control
(other than a Change in Control which is also a Corporate Transaction), each Award which is at the time outstanding under the
Plan automatically shall become fully vested and exercisable and, in the case of an award of Restricted Stock or an award of Deferred
Stock Units, shall be released from any restrictions on transfer and repurchase or forfeiture rights, immediately prior to the
specified effective date of such Change in Control.




 


	 	(c)	RELATED ENTITY DISPOSITION. The Continuous Service of
each Grantee (who is primarily engaged in service to a Related Entity at the time it is involved in a Related Entity Disposition)
shall terminate effective upon the consummation of such Related Entity Disposition, and each outstanding award of such Grantee
under the Plan shall become fully vested and exercisable and, in the case of an award of Restricted Stock or an award of Deferred
Stock Units, shall be released from any restrictions (except with regard to the Investor Rights Agreement and such other agreements
between the Grantee and the Company). Unless otherwise determined by the Committee, the Continuous Service of a Grantee shall
not be deemed to terminate (and each outstanding award of such Grantee under the Plan shall not become fully vested and exercisable
and, in the case of an award of Restricted Stock or an award of Deferred Stock Units, shall not be released from any restrictions
on transfer) if (i) a Related Entity Disposition involves the spin-off of a Related Entity, for so long as such Grantee continues
to remain in the service of such entity that constituted the Related Entity immediately prior to the consummation of such Related
Entity Disposition (“SpinCo”) in any capacity of officer, employee, director or consultant or (ii) an outstanding
award is assumed by the surviving corporation (whether SpinCo or otherwise) or its parent entity in connection with a Related
Entity Disposition.




 



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	 	(d)	SUBSTITUTE AWARDS. The Committee may grant awards under
the Plan in substitution of stock-based incentive awards held by employees or consultants of another entity who become Service
Providers of the Company or any Subsidiary by reason of a merger or consolidation of such entity with the Company or any Related
Entity, or the acquisition by the Company or any Related Entity of property or equity of such entity, upon such terms and conditions
as the Committee may determine, and such awards shall not count against the share limitation set forth in Section 5 of
the Plan.




 


		13.	Transferability
                                         of Awards and Common Stock.



 


	 	(a)	No Award granted under the Plan shall be transferable
by a Grantee other than by will or the laws of descent and distribution. Unless otherwise determined by the Committee in accord
with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the Grantee, only
by the Grantee or, during the period the Grantee is under a legal disability, by the Grantee’s guardian or legal representative.
The terms and conditions of any Award granted under the Plan, including the transferability of any such award (including, without
limitation, restrictions set forth in the Investor Rights Agreement), shall be binding upon the executors, administrators, heirs
and successors of the Grantee and, to the extent applicable, will continue to remain subject to the withholding tax requirements
set forth in Section 14 of the Plan.




 


	 	(b)	Any shares of Common Stock issued under, or in connection
with, any Award shall be subject to the Investor Rights Agreement. The Committee may require, as a condition of the issuance and
delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares executes
a joinder to such Investor Rights Agreement and/or make such covenants, agreements and representations, and that such certificates
bear such legends, as the Committee, in its sole discretion, deems necessary or desirable to insure that any and all shares of
the Common Stock shall remain subject to the Investor Rights Agreement after receipt thereof.




 


		14.	Agreement
                                         by Grantee regarding Withholding Taxes.



 


	 	(a)	If the Committee shall so require, as a condition of
exercise of an Option, the expiration of a Restricted Period or payment of a Deferred Stock Unit (each, a “Tax Event”),
each Grantee shall agree that no later than the date of the Tax Event, the Grantee will pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld
upon the Tax Event. Unless determined otherwise by the Committee, a Grantee shall permit, to the extent permitted or required
by law, the Company to withhold federal, state and local taxes of any kind required by law to be withheld upon the Tax Event from
any payment of any kind due to the Grantee. Unless otherwise determined by the Committee, any such above-described withholding
obligation may, in the discretion of the Company, be satisfied by the withholding by the Company or delivery to the Company of
Common Stock.




 






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		15.	Rights
                                         as a Stockholder.



 


Except
as provided in Section 9(d) of the Plan, a Grantee or a transferee of an Award shall have no rights as a stockholder with
respect to any shares covered by the award until the date of the issuance of such shares to him or her. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights
for which the record date is prior to the date such shares are issued, except as provided in Section 11(a) of the Plan.


 


		16.	No
                                         Rights to Employment; Forfeiture of Gains.



 


Nothing
in the Plan or in any award granted or Agreement entered into pursuant hereto shall confer upon any Grantee the right to continue
as a director of, in the employ of, or in a consultant relationship with, the Company or any Related Entity or to be entitled
to any remuneration or benefits not set forth in the Plan or such Agreement or to interfere with or limit in any way the right
of the Company or any such Related Entity to terminate such Grantee’s employment or consulting relationship. Awards granted
under the Plan shall not be affected by any change in duties or position of a Grantee as long as such Grantee continues to be
a Service Provider. The Agreement for any award under the Plan may require the Grantee to pay to the Company any financial gain
realized from the prior exercise, vesting or payment of the award in the event that the Grantee engages in conduct that violates
any non-compete, non-solicitation or non-disclosure obligation of the Grantee under any agreement with the Company or any Related
Entity, including, without limitation, any such obligations provided in the Agreement.


 


		17.	Beneficiary.



 


A
Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor
or administrator of the Grantee’s estate shall be deemed to be the Grantee’s beneficiary.


 


		18.	Effective
                                         Date; Authorized Share Approval; Amendment and Termination of the Plan.



 


	 	(a)	EFFECTIVE DATE. The Plan is effective as of the date
on which the Plan was adopted by the Board; provided that no stock options issued hereunder shall be treated as Incentive
Stock Options, regardless of the designation in the Grant Agreement, unless the Plan is approved by the shareholders of the Company
within twelve (12) months of its adoption by the Board in accordance with the By-laws and Certificate of Incorporation of the
Company and governing law relating to such matters. No Award shall be granted under the Plan after the close of business on the
day immediately preceding the tenth (101h) anniversary of the effective date of the Plan. Subject to other applicable
provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such
Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.




 



    	 	 	14



     

    

 


	 	(b)	AMENDMENT AND TERMINATION OF THE PLAN. The Board, or
the Committee if so delegated by the Board, at any time and from time to time may suspend, terminate, modify or amend the Plan;
however, unless otherwise determined by the Board, or the Committee if applicable, an amendment that requires stockholder
approval in order for the Plan to continue to comply with any law, regulation or stock exchange requirement shall not be effective
unless approved by the requisite vote of stockholders. Except as provided in Section 12(a) of the Plan, no suspension,
termination, modification or amendment of the Plan may adversely affect any award previously granted, unless the written consent
of the Grantee is obtained. Notwithstanding the foregoing provisions, the Committee may, without a Grantee’s written consent,
amend the provisions of an outstanding Award Agreement to maintain the qualified status of an Incentive Stock Option, and to bring
an Award Agreement into compliance with, or obtain an exemption from, the requirements of Code Section 409A.




 


		19.	Requirements
                                         of Law.



 


	 	(a)	GOVERNING LAW. The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.




 


	 	(b)	COMPLIANCE WITH LAWS. The Company shall not be required
to sell or issue any shares of Common Stock under any Award if the sale or issuance of such shares would constitute a violation
by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or regulations. The Committee may require, as a condition
of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient
of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee,
in its sole discretion, deems necessary or desirable. If at any time the Company shall determine, in its discretion, that the
listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder,
no shares of Common Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award
unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. In furtherance
of the above, during any time when the Company has a class of equity security registered under Section 12 of the Exchange Act,
it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options granted hereunder will qualify for
the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee
does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced,
the Committee may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take
advantage of any features of, the revised exemption or its replacement.




 



    	 	 	15



     

    

 


	 	(c)	COMPLIANCE WITH THE CODE. If any provision of the Plan,
any Award, or Award Agreement conflicts with the requirements of Code Section 162(m) (if applicable) or 422 for Awards subject
to these requirements, then that provision shall not apply to the extent of the conflict. Notwithstanding any other provision
of the Plan, the Board and the Committee shall administer the Plan, and exercise all authority and discretion under the Plan,
to satisfy the requirements of Code Section 409A or any exemption thereto.




 


To
record approval of the Plan, as amended and restated on November 1, 2011, the Company has caused its authorized officer to execute
the Plan.


 





	 	ZEDGE
    HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Tom Arnoy



	 	Title:	Tom
    Arnoy
	 	 	Chief
    Executive Officer



  



 


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