EX-10.29




 Exhibit 10.29 

SEATGEEK, INC 
 2017
EQUITY INCENTIVE PLAN 
 ISRAELI SUB-PLAN 

This Israeli Sub-Plan (the “Sub-Plan”) to the 2017 Equity
Incentive Plan (as amended from time to time, the “Plan”) of SeatGeek, Inc. (the “Company”) shall apply only to persons who are, or are deemed to be, residents of the State of Israel for Israeli tax purposes. 

 

	1.	 GENERAL 



1.1. The Board, in its discretion, may grant Stock Awards to eligible Participants and shall determine whether such Stock Awards are intended
to be 102 Stock Awards or 3(9) Stock Awards. Each Stock Award shall be evidenced by a Stock Award Agreement, which shall expressly identify the Stock Award type, and be in such form and contain such provisions, as the Board shall from time to time
deem appropriate. 
 1.2. The Plan shall apply to any Stock Awards granted pursuant to this
Sub-Plan, provided, that the provisions of this Sub-Plan shall supersede and govern in the case of any inconsistency or conflict, either explicit or implied, arising
between the provisions of this Sub-Plan and the Plan. Notwithstanding the foregoing, the Company’s repurchase rights contemplated by clauses 5(m), 5(n), 6(a)(vi) and 6(b)(iv) of the Plan shall have no
application with respect to vested shares of Common Stock subject to or issued pursuant to any Stock Awards granted pursuant to this Sub-Plan. The existence of references to the Company’s repurchase
rights in the Plan, including (but not limited to) the references at clauses 8(l), 9(b) and 9(c) of the Plan, shall not be construed as derogating from the generality of the foregoing sentence. 

1.3. Unless otherwise defined in this Sub-Plan, capitalized terms contained herein shall have the same
meanings given to them in the Plan. 
  

	2.	 DEFINITIONS. 



2.1. “3(9) Stock Award” means any Stock Award representing a right to purchase shares of Common Stock granted by the
Company to any Participant who is not an Employee pursuant to Section 3(9) of the Ordinance. 
 2.2. “102 Stock
Award” means any Stock Award intended to qualify (as set forth in the Stock Award Agreement) and which qualifies under Section 102, provided it is settled only in shares of Common Stock. 

2.3. “102 Capital Gain Track Stock Award” means any Stock Award granted by the Company to an Employee pursuant to
Section 102(b)(2) or (3) (as applicable) of the Ordinance under the capital gain track. 
 2.4. “102 Non-Trustee Stock Award” means any Stock Award granted by the Company to an Employee pursuant to Section 102(c) of the Ordinance without a Trustee. 

2.5. “102 Ordinary Income Track Stock Award” means any Stock Award granted by the Company to an Employee pursuant to
Section 102(b)(1) of the Ordinance under the ordinary income track. 











 2.6. “102 Trustee Stock Awards” means, collectively, 102 Capital
Gain Track Stock Awards and 102 Ordinary Income Track Stock Awards. 
 2.7. “Affiliate” means, for purpose of 102 Trustee
Stock Award, an “employing company” within the meaning and subject to the conditions of Section 102(a) of the Ordinance. 

2.8. “Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation,
judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the common stock of the Company are then traded or listed. 

2.9. “Controlling Stockholder” means as to such term is defined in Section 32(9) of the Ordinance. 

2.10. “Election” as defined in Section 3.2 below. 

2.11. “Employee” means an “employee” within the meaning of Section 102(a) of the Ordinance
(which as of the date of the adoption of this Sub-Plan means (i) an individual employed by an Israeli company being an Affiliate, and (ii) an individual who is serving and is engaged personally (and
not through an entity) as an “office holder” by an Affiliate, excluding any Controlling Stockholder). 
 2.12.
“ITA” means the Israel Tax Authority. 
 2.13. “Ordinance” means the Israeli Income Tax Ordinance (New
Version), 1961, including the Rules and any other regulations, rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time. 

2.14. “Required Holding Period” as defined in Section 3.5.1 below. 

2.15. “Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003. 

2.16. “Section 102” means Section 102 of the Ordinance. 

2.17. “Trust Agreement” means the agreement to be signed between the Company, an Affiliate and the Trustee for the
purposes of Section 102. 
 2.18. “Trustee” means the trustee appointed by the Company’s Board of
Directors and/or by the Committee to hold the Stock Awards and approved by the ITA. 
 2.19. “Withholding Obligations”
as defined in Section 5.5 below. 
  

	3.	 102 STOCK AWARDS 



3.1. Tracks. Stock Awards granted pursuant to this Section 3 are intended to be granted as either 102 Capital Gain Track Stock
Awards or 102 Ordinary Income Track Stock Awards. 102 Trustee Stock Awards shall be granted subject to the special terms and conditions contained in this Section 3 and the general terms and conditions of the Plan, except for any provisions of
the Plan applying to Stock Awards under different tax laws or regulations. 

  
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 3.2. Election of Track. Subject to Applicable Law, the Company may grant only one
type of 102 Trustee Stock Award at any given time to all Participants who are to be granted 102 Trustee Stock Awards pursuant to this Sub-Plan, and shall file an election with the ITA regarding the type of 102
Trustee Stock Award it elects to grant before the date of grant of any 102 Trustee Stock Award (the “Election”). Such Election shall also apply to any other securities received by any Participant as a result of holding the 102
Trustee Stock Awards. The Company may change the type of 102 Trustee Stock Award that it elects to grant only after the expiration of at least 12 months from the end of the year in which the first grant was made in accordance with the previous
Election, or as otherwise provided by Applicable Law. Any Election shall not prevent the Company from granting 102 Non-Trustee Stock Awards. 

3.3. Eligibility for Stock Awards. Subject to Applicable Law, 102 Stock Awards may only be granted to Employees. Such 102 Stock Awards
may either be granted to a Trustee or granted under Section 102 without a Trustee. 
 3.4. 102 Stock Award Grant Date. 

3.4.1. Each 102 Stock Award will be deemed granted on the date determined by the Board, subject to the provisions of the Plan, provided that
(i) the Participant has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect to any 102 Trustee Stock Award, the Company has provided all applicable documents to the Trustee in accordance with
the guidelines published by the ITA. 
 3.4.2. Unless otherwise permitted by the Ordinance, any grants of 102 Trustee Stock Awards that are
made on or after the date of the adoption of the Plan and this Sub-Plan or an amendment to the Plan or this Sub-Plan, as the case may be, that may become effective only
at the expiration of thirty (30) days after the filing of the Plan and this Sub-Plan or any amendment thereof (as the case may be) with the ITA in accordance with the Ordinance shall be conditional upon
the expiration of such 30-day period, and such condition shall be read and is incorporated by reference into any corporate resolutions approving such grants and into any Stock Award Agreement evidencing such
grants (whether or not explicitly referring to such condition), and the date of grant shall be at the expiration of such 30-day period, whether or not the date of grant indicated therein corresponds with this
Section 3.4.2. In the case of any contradiction, the terms of this Section 3.4.2 and the date of grant determined pursuant hereto shall supersede and be deemed to amend any date of grant indicated in any corporate resolution or Stock Award
Agreement. 
 3.5. 102 Trustee Stock Awards. 

3.5.1. Each 102 Trustee Stock Award, each share of Common Stock issued pursuant to the grant, exercise or vesting of any 102 Trustee Stock
Award and any rights granted thereunder, shall be allocated or issued to and registered in the name of the Trustee and shall be held in trust or controlled by the Trustee for the benefit of the Participant for the requisite period prescribed by the
Ordinance or such longer period as set by the Board (the “Required Holding Period”). In the event that the requirements under Section 102 to qualify a Stock Award as a 102 Trustee Stock Award are not met, then the Stock Award
may be treated as a 102 Non-Trustee Stock Award or 3(9) Stock Award (as determined by the Company), all in accordance with the provisions of the Ordinance. After the expiration of the Required Holding Period,
the Trustee may release such 102 Trustee Stock Awards and any such shares of Common 

  
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Stock, provided that (i) the Trustee has received an acknowledgment from the ITA that the Participant has paid any applicable taxes due pursuant to the Ordinance, or (ii) the Trustee
and/or the Company and/or the Affiliate withhold(s) all applicable taxes and compulsory payments due pursuant to the Ordinance arising from the 102 Trustee Stock Awards and/or any shares of Common Stock issued upon exercise or (if applicable)
vesting of such 102 Trustee Stock Awards. The Trustee shall not release any 102 Trustee Stock Awards or shares of Common Stock issued upon exercise or (if applicable) vesting thereof prior to the payment in full of the Participant’s tax and
compulsory payments arising from such 102 Trustee Stock Awards and/or shares of Common Stock or the withholding referred to in (ii) above. 

3.5.2. Each 102 Trustee Stock Award shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or
approvals issued by the ITA, which shall be deemed an integral part of the 102 Trustee Stock Awards and shall prevail over any term contained in the Plan, this Sub-Plan or the Stock Award Agreement that is not
consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings or approvals by the ITA not expressly specified in the Plan, this Sub-Plan or Stock Award Agreement that are
necessary to receive or maintain any tax benefit pursuant to Section 102 shall be binding on the Participant. The Participant granted a 102 Trustee Stock Award shall comply with the Ordinance and the terms and conditions of the Trust Agreement
entered into between the Company and the Trustee. The Participant shall execute any and all documents that the Company and/or the Affiliate and/or the Trustee determine from time to time to be necessary in order to comply with the Ordinance and the
Rules. 
 3.5.3. During the Required Holding Period, the Participant shall not release from trust or sell, assign, transfer or give as
collateral, the shares of Common Stock issuable upon the exercise or (if applicable) vesting of a 102 Trustee Stock Award and/or any securities issued or distributed with respect thereto, until the expiration of the Required Holding Period.
Notwithstanding the above, if any such sale, release or other action occurs during the Required Holding Period it may result in adverse tax consequences to the Participant under Section 102 and the Rules, which shall apply to and shall be borne
solely by such Participant. Subject to the foregoing, the Trustee may, pursuant to a written request from the Participant, but subject to the terms of the Plan and this Sub-Plan, release and transfer such
shares of Common Stock to a designated third party, provided that both of the following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA of all taxes and compulsory payments required to be
paid upon the release and transfer of the shares of Common Stock, and confirmation of such payment has been received by the Trustee and the Company, and (ii) the Trustee has received written confirmation from the Company that all requirements
for such release and transfer have been fulfilled according to the terms of the Company’s corporate documents, any agreement governing the shares of Common Stock, the Plan, this Sub-Plan, the Stock Award
Agreement and any Applicable Law. 
 3.5.4. If a 102 Trustee Stock Award is exercised or (if applicable) vested, the shares of Common Stock
issued upon such exercise or (if applicable) vesting shall be issued in the name of the Trustee for the benefit of the Participant. 

3.5.5. Upon or after receipt of a 102 Trustee Stock Award, if required, the Participant may be required to sign an undertaking to release the
Trustee from any liability with respect to any action or decision duly taken and executed in good faith by the Trustee in relation to the Plan, this Sub-Plan, or any 102 Trustee Stock Awards granted to such
Participant hereunder. 

  
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 3.6. 102 Non-Trustee Stock Awards. The
foregoing provisions of this Section 3 relating to 102 Trustee Stock Awards shall not apply with respect to 102 Non-Trustee Stock Awards, which shall, however, be subject to the relevant provisions of
Section 102 and the applicable Rules. The Board may determine that 102 Non-Trustee Stock Awards, the shares of Common Stock issuable upon the exercise or (if applicable) vesting of a 102 Non-Trustee Stock Award and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee, who shall hold such 102 Non-Trustee
Stock Award and all accrued rights thereon (if any) in trust for the benefit of the Participant and/or the Company, as the case may be, until the full payment of tax arising from the 102 Non-Trustee Stock
Awards, the shares of Common Stock issuable upon the exercise or (if applicable) vesting of a 102 Non-Trustee Stock Award and/or any securities issued or distributed with respect thereto. The Company may
choose, alternatively, to require the Participant to provide the Company with a guarantee or other security, to the satisfaction of each of the Trustee and the Company, until the full payment of the applicable taxes. 

3.7. Written Participant Undertaking. With respect to any 102 Trustee Stock Award, as required by Section 102 and the Rules, by
virtue of the receipt of such Stock Award, the Participant is deemed to have undertaken and confirmed in writing the following (and such undertaking is deemed incorporated into any documents signed by the Participant in connection with the
employment or service of the Participant and/or the grant of such Stock Award). The following written undertaking shall be deemed to apply and relate to all 102 Trustee Stock Awards granted to the Participant, whether under the Plan and this Sub-Plan or other plans maintained by the Company, and whether prior to or after the date hereof: 

3.7.1. the Participant shall comply with all terms and conditions set forth in Section 102 with regard to the “Capital Gain
Track” or the “Ordinary Income Track”, as applicable, and the applicable rules and regulations promulgated thereunder, as amended from time to time; 

3.7.2. the Participant is familiar with, and understands the provisions of, Section 102 in general, and the tax arrangement under the
“Capital Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences; the Participant agrees that the 102 Trustee Stock Awards and shares of Common Stock that may be issued upon exercise or (if applicable)
vesting of the 102 Trustee Stock Awards (or otherwise in relation to the Stock Awards), will be held by a trustee appointed pursuant to Section 102 for at least the duration of the “Holding Period” (as such term is defined in
Section 102) under the “Capital Gain Track” or the “Ordinary Income Track”, as applicable. The Participant understands that any release of such 102 Trustee Stock Awards or shares of Common Stock from trust, or any sale of
the shares of Common Stock prior to the termination of the Holding Period, as defined above, will result in taxation at the marginal tax rate, in addition to deductions of appropriate social security, health tax contributions or other compulsory
payments; and 
 3.7.3. the Participant agrees to the trust deed signed between the Company, his or her employing company and the trustee
appointed pursuant to Section 102. 
  

	4.	 3(9) STOCK AWARDS 



4.1. Stock Awards granted pursuant to this Section 4 are intended to constitute 3(9) Stock Awards and shall be granted subject to the
general terms and conditions of the Plan, except for any provisions of the Plan applying to Stock Awards under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 4 and
the other terms of the Plan, this Section 4 shall prevail. 

  
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 4.2. To the extent required by the Ordinance or the ITA or otherwise deemed by the Board to
be advisable, the 3(9) Awards and/or any shares of Common Stock or other securities issued or distributed with respect thereto granted pursuant to the Plan and this Sub-Plan shall be issued to a trustee
nominated by the Board in accordance with the provisions of the Ordinance. In such event, the trustee shall hold such Stock Awards and/or any shares of Common Stock or other securities issued or distributed with respect thereto in trust, until
exercised by the Participant or (if applicable) vested, and the full payment of tax arising therefrom, pursuant to the Company’s instructions from time to time as set forth in a trust agreement, which will have been entered into between the
Company and the trustee. If determined by the Board, and subject to such trust agreement, the Trustee shall be responsible for withholding any taxes to which a Participant may become liable upon issuance of shares of Common Stock, whether due to the
exercise or (if applicable) vesting of Stock Awards. 
 4.3. Shares of Common Stock pursuant to a 3(9) Stock Award shall not be issued,
unless the Participant delivers to the Company payment in cash or by bank check or such other form acceptable to the Board of all withholding taxes due, if any, on account of the Participant acquiring shares of Common Stock under the Stock Award or
the Participant provides other assurance satisfactory to the Board of the payment of those withholding taxes. 
  

	5.	 AGREEMENT REGARDING TAXES; DISCLAIMER 



5.1. If the Board shall so require, as a condition of exercise of a Stock Award or the release of shares of Common Stock by the Trustee, a
Participant shall agree that, no later than the date of such occurrence, the Participant will pay to the Company (or the Trustee, as applicable) or make arrangements satisfactory to the Board and the Trustee (if applicable) regarding payment of any
applicable taxes and compulsory payments of any kind required by Applicable Law to be withheld or paid. 
 5.2. TAX LIABILITY. ALL
TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY STOCK AWARDS OR THE EXERCISE THEREOF, THE SALE OR DISPOSITION OF ANY SHARES OF COMMON STOCK GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) VESTING OF ANY
STOCK AWARD, THE ASSUMPTION, SUBSTITUTION, CANCELLATION OR PAYMENT IN LIEU OF STOCK AWARDS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING WITHOUT LIMITATION ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH
TAX PAYABLE BY THE PARTICIPANT OR THE COMPANY IN CONNECTION THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE PARTICIPANT, AND THE PARTICIPANT SHALL INDEMNIFY THE COMPANY, THE AFFILIATE AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM
ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR ANY PENALTY, INTEREST OR INDEXATION THEREON. EACH PARTICIPANT AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT WITH ANY TAX
AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY. 
 5.3. NO TAX ADVICE. THE PARTICIPANT IS ADVISED TO
CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING OR DISPOSING OF STOCK AWARDS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE PARTICIPANT ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE
RESPONSIBILITY OF THE PARTICIPANT. 

  
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 5.4. TAX TREATMENT. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY OR
RESPONSIBILITY TO THE EFFECT THAT ANY STOCK AWARD SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND THE COMPANY SHALL BEAR NO
LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY STOCK AWARD IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE STOCK AWARD WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL
SUPERSEDE ANY DESIGNATION OF STOCK AWARDS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR STOCK AWARD AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY DOES NOT UNDERTAKE AND SHALL NOT BE
REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY ANY STOCK AWARD WITH THE REQUIREMENTS OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY STOCK AWARD IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH
AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY OR THE AFFILIATE THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE STOCK AWARD WILL QUALIFY AT THE TIME OF EXERCISE OR DISPOSITION THEREOF WITH ANY
PARTICULAR TAX TREATMENT. THE COMPANY AND THE AFFILIATE SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT A STOCK AWARD DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS OF WHETHER THE COMPANY COULD HAVE TAKEN
ANY ACTION TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE PARTICIPANT. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR
INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITY, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT. IF THE STOCK AWARDS DO NOT QUALIFY UNDER ANY PARTICULAR TAX
TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE PARTICIPANT. 
 5.5. The Company or the Affiliate may take such action as it
may deem necessary or appropriate, in its discretion, for the purpose of or in connection with withholding of any taxes and compulsory payments which the Trustee, the Company or the Affiliate is required by any Applicable Law to withhold in
connection with any Stock Awards (collectively, “Withholding Obligations”). Such actions may include (i) requiring Participants to remit to the Company in cash an amount sufficient to satisfy such Withholding Obligations and
any other taxes and compulsory payments, payable by the Company in connection with the Stock Award or the exercise or (if applicable) vesting thereof; (ii) subject to Applicable Law, allowing the Participants to provide shares of Common Stock,
in an amount that at such time, reflects a value that the Board determines to be sufficient to satisfy such Withholding Obligations; (iii) withholding shares of Common Stock otherwise issuable upon the exercise of a Stock Award at a value which
is determined by the Board to be sufficient to satisfy such Withholding Obligations; or (iv) any combination of the foregoing. The Company shall not be obligated to allow the exercise of any Stock Award by or on behalf of a Participant until
all tax consequences arising from the exercise of such Stock Award are resolved in a manner acceptable to the Company. 
 5.6. Each
Participant shall notify the Company in writing promptly and in any event within ten (10) days after the date on which such Participant first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or
question relating in any manner to the Stock Awards granted or received hereunder or shares of Common Stock issued thereunder and shall continuously inform the 

  
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Company of any developments, proceedings, discussions and negotiations relating to such matter, and shall allow the Company and its representatives to participate in any proceedings and
discussions concerning such matters. Upon request, a Participant shall provide to the Company any information or document relating to any matter described in the preceding sentence, which the Company, in its discretion, requires. 

5.7. With respect to 102 Non-Trustee Stock Awards, if the Participant ceases to be employed by the
Company or any Affiliate, the Participant shall extend to the Company and/or the Affiliate with whom the Participant is employed a security or guarantee for the payment of taxes due at the time of sale of shares of Common Stock, all in accordance
with the provisions of Section 102 and the Rules. 
  

	6.	 RIGHTS AND OBLIGATIONS AS A STOCKHOLDER 



6.1. A Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock covered by a Stock Award
until the Participant exercises the Stock Award, pays the exercise price therefor and becomes the record holder of the subject shares of Common Stock. In the case of 102 Stock Awards or 3(9) Stock Awards (if such Stock Awards are being held by a
Trustee), the Trustee shall have no rights as a stockholder of the Company with respect to the shares of Common Stock covered by such Stock Award until the Trustee becomes the record holder for such Common Stock for the Participant’s benefit,
and the Participant shall not be deemed to be a stockholder and shall have no rights as a stockholder of the Company with respect to the shares of Common Stock covered by the Stock Award until the date of the release of such shares of Common Stock
from the Trustee to the Participant and the transfer of record ownership of such shares of Common Stock to the Participant (provided however that the Participant shall be entitled to receive from the Trustee any cash dividend or distribution made on
account of the shares of Common Stock held by the Trustee for such Participant’s benefit, subject to any tax withholding and compulsory payment). 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 on which the Participant or Trustee (as applicable) becomes the record holder of the shares of Common Stock covered by a Stock Award, except as
provided in the Plan. 
 6.2. With respect to shares of Common Stock issued upon the exercise or (if applicable) vesting of Stock Awards
hereunder, any and all voting rights attached to such Common Stock shall be subject to the provisions of the Plan, and the Participant shall be entitled to receive dividends distributed with respect to such shares of Common Stock, subject to the
provisions of the Company’s Certificate of Incorporation, as amended from time to time, and subject to any Applicable Law. 
 6.3. The
Company may, but shall not be obligated to, register or qualify the sale of shares of Common Stock under any applicable securities law or any other Applicable Law. 

6.4. Shares of Common Stock issued pursuant to a Stock Award shall be subject to the Company’s Certificate of Incorporation, any
limitation, restriction or obligation applicable to stockholders included in any stockholders agreement applicable to all or substantially all of the holders of shares of Common Stock (regardless of whether or not the Participant is a formal party
to such stockholders agreement), any other governing documents of the Company, and all policies, manuals and internal regulations adopted by the Company from time to time, in each case, as may be amended from time to time, including any provisions
included therein concerning restrictions or limitations on disposition of shares of Common Stock (such as, but not limited to, right of first refusal and lock up/market stand-off) or grant of any rights with
respect thereto, forced sale and bring along provisions, any provisions concerning restrictions on the use of inside information and other provisions deemed by the Company to be appropriate 

  
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in order to ensure compliance with Applicable Laws. Each Participant shall execute such separate agreement(s) as may be requested by the Company relating to matters set forth in this
Section 6.4. The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Stock Award. 
  

	7.	 GOVERNING LAW 



7.1. This Sub-Plan shall be governed by, construed and enforced in accordance with the laws of the laws
of the State of Delaware, without reference to conflicts of law principles, except that applicable Israeli laws, rules and regulations (as amended) shall apply to any mandatory tax matters arising hereunder. 

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