Form of Stock Option Agreement and Notice of Stock Option Grant - Israel



 Exhibit 4.2(B) 
 DAPPER INC. 
 GLOBAL
SHARE INCENTIVE PLAN (2007) 
 NOTICE OF
OPTION GRANT 
 Last Name, Name 
 Dear Name: 
 I am pleased to inform you that the Board of Directors of Dapper Inc. (the
“Company”) has decided to grant you the following options to purchase shares of common stock of the Company, subject to the terms and conditions of the Plan (including the Appendix for Israeli Taxpayers) and the Option Agreement, as
follows: 
  

			
		
	 Type of Options:
	 	Section 102 – Capital Gains Track
		
	 Total Number of Shares covered by this Option Grant:
	 	Number of Options
		
	 Exercise Price Per Share:
	 	Exercise Price
		
	 Date of Option Grant:
	 	Grant Date
		
	 Options Expiration Date:
	 	10 Years from Grant Date
		
	 Vesting Commencement Date
	 	
		
	 Vesting Schedule:
	 	 25% of the Options covered by this grant shall vest on the first anniversary of the Vesting Commencement Date. Thereafter, 2.0833% of
the Options covered by this grant shall vest at the end of each subsequent month.
  
 All vesting is subject to the Participant continuing to be a Service Provider on such vesting date.

		
	 Special Terms (if any):
	 	N/A

 All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice, the Plan (including the Appendix for Israeli Taxpayers) or the Option Agreement, as applicable. The terms and conditions governing your grant are set forth in the Plan (including the Appendix for Israeli
Taxpayers) and Option Agreement. This grant is contingent upon your execution of the Option Agreement. 

  








 DAPPER INC. 

GLOBAL SHARE INCENTIVE PLAN (2007) 
 OPTION AGREEMENT 
 FOR OPTIONS GRANTED UNDER SECTION 102(b)(2)

 OF THE ISRAELI INCOME TAX ORDINANCE 
 TO EMPLOYEES, OFFICERS OR DIRECTORS 
 AS 102 CAPITAL GAINS TRACK OPTIONS

 Unless otherwise defined herein, capitalized terms used in this Option Agreement shall have the same meanings as ascribed
to them in the Dapper Inc. Global Share Incentive Plan (2007) and the Appendix thereto for Israeli Taxpayers (jointly referred to herein as the “Plan”, except where the context otherwise requires). 

This Option Agreement (the “Agreement”) includes the Notice of Option Grant attached hereto (the “Notice of Option
Grant”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan. 
 1. GRANT
OF OPTIONS. 
 The Board of Directors of Dapper Inc. hereby grants to the Participant, Options
to purchase the number of Shares set forth in the Notice of Option Grant, at the exercise price per Share set forth in the Notice of Option Grant (the “Exercise Price”), and subject to the terms and conditions of Section 102(b)(2) of
the Income Tax Ordinance (New Version) - 1961, the Plan, which is incorporated herein by reference, and the Trust Agreement, entered into between the Company and ESOP Trust Company (the “Trustee”). The Options are granted as a 102 Capital
Gains Track Grant. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. However, the Notice of Option Grant sets out specific terms for the Participant
hereunder, and will prevail over more general terms in the Plan and/or this Agreement, if any, or in the event of a conflict between them. 

2. ISSUANCE OF OPTIONS. 
 2.1 The Options will be registered in the name of the Trustee as required by law to qualify under Section 102, for the benefit of the Participant. Participant shall comply with the ITO, the
Rules, and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. 
 2.2 The
Trustee will hold the Options or the Shares to be issued upon exercise of the Options for the Required Holding Period, as set forth in the Plan. 







 2.3 The Participant hereby undertakes to release the Trustee from any liability in
respect of any action or decision duly taken and bona fide executed in relation to the Plan, or any Option or Share granted to him thereunder. 
 2.4 The Participant hereby confirms that he shall execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the ITO and
particularly the Rules. 
 3. NON-TRANSFERABILITY OF OPTIONS AND
SHARES. 
 3.1 Non-Transferability of Options. The Options may not be transferred in any manner other
than by will or the laws of descent or distribution and may be exercised during the lifetime of the Participant, by the Participant only. The transfer of the Options is further limited as set forth in the Plan. 

3.2 Non-Transferability of Shares. The transfer of the Shares to be issued upon exercise of the Options is limited as set forth in
the Plan and in Section 6 below. 
 4. PERIOD OF EXERCISE. 

4.1 Term of Options. The Options may be exercised in whole or in part once vested at any time for a period of ten (10) years
from the Date of Grant, as set forth in the Notice of Option Grant, subject to Section 4.2 below. The Date of Grant, the dates at which the Options vest and the dates at which they are exercisable are set out in the Notice of Option Grant.

 4.2 Termination of Options. Options shall terminate as set forth in the Plan. Options may be exercised following
termination of Participant’s relation as a Service Provider solely in accordance with the provisions of Section 9 of the Plan, unless otherwise explicitly stated in the Notice of Option Grant. 

5. EXERCISE OF OPTION AWARD. 

5.1 The Options, or any part thereof, shall be exercisable by the Participant’s signing and returning to the Company at its
principal office (and to the Trustee, where applicable), a “Notice of Exercise” in the form attached hereto as Exhibit A, or in such other form as the Company and/or the Trustee may from time to time prescribe, together with
payment of the aggregate purchase price in accordance with the provisions of the Plan. 
 5.2 In connection with the
issuance of Shares upon the exercise of any of the Options, the Participant hereby agrees to sign any and all documents required by law and/or the Company’s Corporate Charter and/or the Trustee. 

5.3 After a Notice of Exercise has been delivered to the Company it may not be rescinded or revised by the Participant.


  
 2 








 5.4 The Company will notify the Trustee of any exercise of Options as set forth in
the Notice of Exercise. If such notification is delivered during the Required Holding Period, the Shares issued upon the exercise of the Options shall be issued in the name of the Trustee, and held in trust on the Participant’s behalf by the
Trustee. In the event that such notification is delivered after the end of the Required Holding Period, the Shares issued upon the exercise of the Options shall either (i) be issued in the name of the Trustee, subject to the Trustee’s
prior written consent, or (ii) be transferred to the Participant directly, provided that the Participant first complies with the provisions of Section 7 below. In the event that the Participant elects to have the Shares transferred to the
Participant without selling such Shares, the Participant shall become liable to pay taxes immediately in accordance with the provisions of the ITO. 
 6. MARKET STAND-OFF. 
 In
connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Participant shall not,
directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer or grant any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to
engage in any of the foregoing transactions with respect to, any Options or Shares acquired under this Agreement without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) will be in
effect for such period of time following the date of the final prospectus for the offering as may be required by the Company or its underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event
terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired upon the exercise of the Options until the end of the applicable stand-off period. The Company’s underwriters shall be
beneficiaries of the agreement set forth in this Section 6. This Section 6 shall not apply to Share registered in the public offering under the Securities Act. 
 7. TAXES. 
 7.1 Any tax consequences arising from the
grant or exercise of any Option, from the payment for Shares covered thereby, or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Participant) relating to the Options or Shares issued upon exercise thereof,
shall be borne solely by the Participant, with the exception of taxes imposed upon the Company or its Affiliate by law, such as the employer’s component of payments to the National Insurance Institute. The Company and/or its Affiliates, and/or
the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. 

  
 3 








 
Furthermore, the Participant agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or 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 for which the Participant is responsible. The Company or any of its
Affiliates and the Trustee may make such provisions and take such steps as it/they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Options granted under the Plan and the exercise
thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, including by deducting any such amount from a Participant’s salary or other
amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery,
distribution or release of any Shares and/or (iii) by causing the exercise and sale of any Options or Shares held by on behalf of the Participant to cover such liability up to the amount required to satisfy minimum statutory withholding
requirements. In addition, the Participant will be required to pay any amount that exceeds the tax to be withheld and transferred to the tax authorities, pursuant to applicable Israeli tax regulations. 

7.2 THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THE
OPTIONS. 
 8. SECURITIES LAWS 
 8.1 Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with applicable
securities and other laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained. 
 8.2 Legends. Participant understands and agrees that the Company may cause the legends
set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state, federal or foreign securities laws:

 THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR REGISTERED
OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER STATE OR FOREIGN JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR QUALIFIED OR REGISTERED UNDER
SUCH APPLICABLE SECURITIES LAWS 

  
 4 








 
OF SUCH OTHER JURISDICTIONS, OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN
EXEMPTION UNDER REGULATIONS OF THE ACT, ANOTHER EXEMPTION UNDER THE ACT OR ANY SUCH APPLICABLE SECURITIES LAWS OF SUCH OTHER JURISDICTIONS. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 

9. PROXY 

Until the consummation of an initial public offering by the Company, Shares issued to a Participant or the Trustee shall be voted by an
irrevocable proxy (in the form attached as Exhibit B hereto). The individual(s) empowered under the Proxy shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by
him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of such proxy unless arising from acts of fraud or bad faith of such
individual(s), to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the person(s) may have as a director or otherwise under the Company’s Corporate Charter, any agreement, any
vote of stockholders or disinterested directors, insurance policy or otherwise. 
 10. ADJUSTMENTS UPON
CERTAIN TRANSACTIONS 
 In the event of any transaction described in Section 10.1 of the
Plan, the terms of this Option (including, without limitation, the number and kind of Shares subject to this Option and the Exercise Price) shall be adjusted as set forth in Section 10.1 of the Plan. In the event the Company is a party to a
Transaction (as defined in Section 10.2 of the Plan), this Option shall be subject to the agreement evidencing such Transaction, as provided in Section 10.2 of the Plan. 
 11. MISCELLANEOUS. 
 11.1 Continuance of Employment.
Participant acknowledges and agrees that the vesting of shares pursuant to the vesting schedule hereof is earned only by continuing as a Service Provider at the will of the Company (or its Affiliate) (not through the act of being hired, being
granted this Option or acquiring Shares hereunder). Participant further acknowledges and agrees that in the event that Participant ceases to be a Service Provider, the unvested portion of his Options shall not vest and shall not become exercisable.
Participant further acknowledges and agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a Service Provider for the
vesting period, for any period, or at all, shall not interfere in any way with Participant’s right or the right of the Company or its Affiliate to terminate Participant’s relationship as a Service Provider at any time, with or without
cause, and shall not constitute an express or implied promise or obligation of the Company to grant additional Options to Participant in the future. 

  
 5 








 11.2 Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Israel, without giving effect to the rules respecting conflict of law. 
 11.3
Entire Agreement. This Agreement, together with the Notice of Option Grant, the Plan and the Trust Agreement, constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral
or written, between the parties hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement, the Notice of Option Grant or the Plan. 
 11.4 Successors and Assigns. This
Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall require such successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term “successors and assigns” as used herein shall include a corporation or other entity acquiring all or substantially
all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise. 
 11.5
Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States or Israeli postal service, by registered or certified
mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or
she most recently provided to the Company in accordance with this Section 11.5. 

*            *          
  * 

  
 6 








 By the signature of the Participant and the signature of the Company’s representative below,
Participant and the Company agree that the Options are granted under and governed by (i) this Option Agreement, (ii) the Plan (including the Appendix for Israeli Taxpayers), a copy of which has been provided to Participant or made
available for his/her review, (iii) Section 102(b)(2) of the Income Tax Ordinance (New Version) – 1961 and the Rules promulgated in connection therewith, and (iv) the Trust Agreement, a copy of which has been provided to
Participant or made available for his/her review. Furthermore, by Participant’s signature below, Participant agrees that the Options will be issued to the Trustee to hold on Participant’s behalf, pursuant to the terms of the ITO, the Rules
and the Trust Agreement. 
 In addition, by his signature below, Participant confirms that he is familiar with the terms and provisions of
Section 102 of the ITO, particularly the Capital Gains Track described in subsection (b)(2) thereof, and agrees that he will not require the Trustee to release the Options or Shares to him, or to sell the Options or Shares to a third party,
during the Restricted Holding Period, unless permitted to do so by applicable law. 
 IN
WITNESS WHEREOF, the Company has caused this Option Agreement to be executed by its duly authorized officer and the Participant has executed this Option Agreement as of the Date of Grant. 

 

							
	DAPPER INC.	 		  	PARTICIPANT
				
	 By:
	 	  
	 		  	


							
	 Name:
	 	  
	 		  	


							
	 Title:
	 	  
	 		  	  



  
 7 








 EXHIBIT A 

EXERCISE NOTICE 

Dapper Inc. 
 Attention: Chief Financial
Officer 
 1. Option. I have been granted options (the “Option”) to purchase shares of Common Stock (the
“Shares”) of Dapper Inc. (the “Company”) pursuant to the Company’s Global Share Incentive Plan (2007) and the Appendix thereto for Israeli Taxpayers (the “Plan”), the Notice of Option
Grant (the “Notice”) and Option Agreement (the “Option Agreement”), as follows: 
  

					
	 Date of Option Grant:
	  			
		
	 Number of Option Shares:
	  			
		
	 Exercise Price per Share:
	  	US$	 	  

 2. Exercise of Option. I
hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares in accordance with the Notice and the Option Agreement: 
  

					
	 Total Shares Purchased:
	  			
		
	 Total Exercise Price (Total Shares X Price Per Share):
	  	US$	 	  

 3. Payments. Enclosed is the
payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement: 
  

			
	 Cash:
	  	US$/NIS
		
	 Check:
	  	US$/NIS
		  	Circle the appropriate currency of actual payment

 4. Tax Withholding. The Participant explicitly acknowledges Section 7 of the Option Agreement, with respect to its bearing of any tax consequences in connection to the Option, and the exercise
thereof, and without limitation hereby authorizes payroll withholding and otherwise will make adequate provision for all applicable tax withholding obligations of the Company, if any, in connection with the Option, all as more completely described
in the plan and the Option Agreement and Plan. 

  
 8 








  

	5.	Participant Information. 

 Participant’s address is: 
 Participant’s ID Number is:

 6. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions
of the Plan and the Option Agreement and the Trust Agreement between the Company and the Trustee, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators,
successors and assigns. 
 7. Transfer. I understand and acknowledge that the Shares have not been registered under the United States
Securities Act of 1933, as amended (the “Securities Act”), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or
they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I understand that the certificate or certificates
evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company. I am aware that Rule 144
under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I
understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon
request. 
 I FURTHER ACKNOWLEDGE THAT THE TRANSFER OF THE SHARES IS ALSO SUBJECT TO THE APPLICABLE RESTRICTIONS PROVIDED BY THE
PLAN, AND PARTICULARLY THOSE RESTRICTIONS IMPOSED IN THE FRAMEWORK OF AMENDED SECTION 102(B)(2) OF THE ISRAELI TAX ORDINANCE. 

  
 9 








 I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Notice
of Option Grant and the Option Agreement, copies of which I have received and carefully read and understand. 
  

			
	 Very truly yours,

	
	  

	 (Signature)

	
	  

	 Print Name




			
		
	 Dated:
	 	  




 

			
	 Receipt of the above is hereby acknowledged.

	
	 DAPPER INC.

		
	 By:
	 	  



			
		
	 Title:
	 	  



			
		
	 Dated:
	 	  



  
 10 









 EXHIBIT B 

PROXY 
 I, the
undersigned, in consideration for the grant of Options to me under the Dapper Inc. Global Share Incentive Plan (2007) (the “Plan”) hereby appoint
                            , or any other individual designated by the board of directors of Dapper
Inc. (the “Company”) as his/her replacement (the “Appointee”) as my proxy to receive all stockholder notices and other communications intended for stockholders of the Company, to participate and vote (or abstain
from voting) for me and on my behalf as s/he shall deem appropriate at his/her sole and absolute discretion, on all matters with respect to all meetings or written resolutions of or by the stockholders of the Company, on behalf of all the shares of
the Company issued upon exercise of the Options, whether held by the Trustee pursuant to the Plan on my behalf or directly by me, and hereby authorize and grant a power of attorney to the Appointee as follows: 

I hereby authorize and grant power of attorney to the Appointee for as long as any shares and/or options which were allotted or granted on my behalf are
held by the Trustee or registered in its name, or are held by me and registered in my name, to exercise every right, power and authority with respect to the shares and/or options without consultation with me and to receive all documents intended for
stockholders, sign in my name and on my behalf any document, including any agreement, including a merger agreement of the Company or an agreement for the purchase or sale of assets or shares (including the shares of the Company held on my behalf and
any and all documentation accompanying any such agreements, such as, but not limited to, decisions, requests, instruments, receipts and the like), and any affidavit or approval with respect to the shares and/or options or to the rights which they
represent in the Company in as much as the Appointee shall deem it necessary or desirable to do so, provided that in the event of a proposed transaction in which all of the Company’s shares are to be sold or exchanged to a third party, to which
a majority of the Company’s stockholders have committed to perform such sale or exchange, I hereby instruct the Appointee to sell or exchange all of the shares held by me or on my behalf. 

In addition and without derogating from the generality of the foregoing, I hereby authorize and grant power of attorney to the Appointee to sign any
document as aforesaid and any affidavit or approval (such as any waiver of rights of first refusal to acquire shares which are offered for sale by other stockholders of the Company and/or any pre-emptive rights to acquire any shares being allotted
by the Company, in as much as such rights shall exist pursuant to the Company’s Corporate Charter or any relevant agreement as shall be in existence from time to time) and/or to make and execute any undertaking in my name and on my behalf if
the Appointee shall, at his/her sole and absolute discretion, deem that the document, affidavit or approval is necessary or desirable for purposes of any placement of securities of the Company, whether private or public (including lock-up
arrangements and undertakings), for purposes of a merger of the Company with another entity, whether the Company is the surviving entity or not, for purposes of any reorganization or recapitalization of the Company or for purposes of any purchase or
sale of assets or shares of the Company. 

  
 11 









 This Proxy shall be interpreted in the widest possible sense, in reliance upon the Plan and upon the goals
and intentions thereof. 
 This Proxy shall expire and cease to be of force and effect immediately after the consummation of the initial public
offering of the Company’s shares, pursuant to an effective registration statement, prospectus or similar document in any jurisdiction as is determined by the Board of Directors of the Company and shall be irrevocable until such time as the
rights of the Company and the Company’s stockholders are dependent hereon. The expiration of this Proxy shall in no manner effect the validity of any document (as aforesaid), affidavit or approval which has been signed or given as aforesaid
prior to the expiration hereof and in accordance herewith. 
 I hereby confirm and undertake that I shall not have, and hereby irrevocable
waive, any claim or demand against the Company and/or the Appointee in connection with this Proxy or any action taken or not taken by the Appointee in accordance with the provisions hereof. 

 

			
	 IN WITNESS WHEREOF:

		
	Name:	 	  



			
		
	Signature:	 	  



			
		
	Dated:	 	  



  
 12