Exhibit 4.1


 


 


	 	 	 
	 	Brainsway Ltd. 	 
	 	Amended and restated 2019 Share Incentive Plan	 
	 	 	 


 


Unless otherwise defined, terms used herein shall have the meaning
ascribed to them in Section 2 hereof.


 


		1.	PURPOSE; TYPES OF AWARDS; CONSTRUCTION.



 


1.1                 
Purpose. The purpose of this Amended and Restated 2019 Share Incentive Plan (as amended, this “Plan”)
is to afford an incentive to Service Providers of Brainsway Ltd., an Israeli company (together with any successor corporation thereto,
the “Company”), or any Affiliate of the Company, which now exists or hereafter is organized or acquired by the Company,
to continue as Service Providers, to increase their efforts on behalf of the Company or its Affiliates and to promote the success
of the Company's business, by providing such Service Providers with opportunities to acquire a proprietary interest in the Company
by the issuance of Shares or restricted Shares (“Restricted Shares”) of the Company, and by the grant of options to
purchase Shares (“Options”), Restricted Share Units (“RSUs”) and other Share-based Awards pursuant to Sections
‎11 through ‎13
of this Plan.


 


1.2                 
Types of Awards. This Plan is intended to enable the Company to issue Awards under various tax regimes, including:


 


(i)                 
pursuant and subject to the provisions of Section 102 of the Ordinance (or the corresponding provision of any subsequently
enacted statute, as amended from time to time), and all regulations and interpretations adopted by any competent authority, including
the Israeli Income Tax Authority (the “ITA”), including the Income Tax Rules (Tax Benefits in Stock Issuance to Employees)
5763-2003 or such other rules so adopted from time to time (the “Rules”) (such Awards that are intended to be (as set
forth in the Award Agreement) and which qualify as such under Section 102 of the Ordinance and the Rules, “102 Awards”);


 


(ii)               
pursuant to Section 3(9) of the Ordinance or the corresponding provision of any subsequently enacted statute, as amended
from time to time (such Awards, “3(9) Awards”);


 


(iii)              
Incentive Stock Options within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently
enacted United States federal tax statute, as amended from time to time, to be granted to Employees who are deemed to be residents
of the United States, for purposes of taxation (such Awards that are intended to be (as set forth in the Award Agreement) and which
qualify as an incentive stock option within the meaning of Section 422(b) of the Code, “Incentive Stock Options”);
and


 


(iv)              
Awards not intended to be (as set forth in the Award Agreement) or which do not qualify as an Incentive Stock Option to
be granted to Service Providers who are deemed to be residents of the United States for purposes of taxation (“Nonqualified
Stock Options”).


 


In addition to the issuance of Awards under the relevant tax
regimes in the United States of America and the State of Israel, and without derogating from the generality of Section ‎25,
this Plan contemplates issuances to Grantees in other jurisdictions or under other tax regimes with respect to which the Committee
is empowered to make the requisite adjustments in this Plan and set forth the relevant conditions in an appendix to this Plan or
in the Company’s agreement with the Grantee in order to comply with the requirements of such other tax regimes.






     


     


    

1.3                 
Company Status. This Plan contemplates the issuance of Awards by the Company, both as a private and public company.


 


1.4                 
Construction. To the extent any provision herein conflicts with the conditions of any relevant tax law, rule
or regulation which are relied upon for tax relief in respect of a particular Award to a Grantee, the Committee is empowered, but
is not required, hereunder to determine that the provisions of such law, rule or regulation shall prevail over those of this Plan
and to interpret and enforce such prevailing provisions.


 


		2.	DEFINITIONS.



 


2.1                 
Terms Generally. Except when otherwise indicated by the context, (i) the singular shall include the plural
and the plural shall include the singular; (ii) any pronoun shall include the corresponding masculine, feminine and neuter forms;
(iii) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to
any restrictions on such amendments, restatements, supplements or modifications set forth therein or herein), (iv) references
to any law, constitution, statute, treaty, regulation, rule or ordinance, including any section or other part thereof shall refer
to it as amended from time to time and shall include any successor thereof, (v) reference to a “company” or “entity”
shall include a, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government
or agency or political subdivision thereof, and reference to a “person” shall mean any of the foregoing or an individual,
(vi) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Plan in its entirety, and not to any particular provision hereof, (vii) all references herein to Sections
shall be construed to refer to Sections to this Plan; (viii) the words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”; and (ix) use of the term “or” is not
intended to be exclusive.


 


2.2                 
Defined Terms. The following terms shall have the meanings ascribed to them in this Section 2:


 


2.2.1               
“Affiliate” shall mean, (i) with respect to any person, any other person that, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common control with, such person (with the term “control”
or “controlled by” within the meaning of Rule 405 of Regulation C under the Securities Act), including, without limitation,
any Parent or Subsidiary, or (ii) for the purpose of 102 Awards, “Affiliate” shall only mean an “employing company”
within the meaning and subject to the conditions of Section 102(a) of the Ordinance.


 


2.2.2               
 “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
Company's shares are then traded or listed.


 


2.2.3               
“Award” shall mean any Option, Restricted Share, RSUs or any other Share-based award granted under this
Plan.






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2.2.4               
“Board” shall mean the Board of Directors of the Company.


 


2.2.5               
“Code” shall mean the United States Internal Revenue Code of 1986, and any applicable regulations promulgated
thereunder, all as amended.


 


2.2.6               
“Committee” shall mean a committee established or appointed by the Board to administer this Plan, subject
to Section ‎3.1.


 


2.2.7               
“Companies Law” shall mean the Israel Companies Law, 5759-1999, and the regulations promulgated thereunder,
all as amended from time to time.


 


2.2.8               
“Controlling Shareholder” shall have the meaning set forth in Section 32(9) of the Ordinance.


 


2.2.9               
“Disability” shall mean (i) the inability of a Grantee to engage in any substantial gainful activity or
to perform the major duties of the Grantee’s position with the Company or its Affiliates by reason of any medically determinable
physical or mental impairment, as determined by a qualified doctor acceptable to the Company, (ii) if applicable, a “permanent
and total disability” as defined in Section 22(e)(3) of the Code or Section 409A(a)(2)(c)(i) of the Code, as amended from
time to time, or (iii) as defined in a policy of the Company that the Committee deems applicable to this Plan, or that makes reference
to this Plan, for purposes of this definition.


 


2.2.10              
“Employee” shall mean any person treated as an employee (including an officer or a director who is also
treated as an employee) in the records of the Company or any of its Affiliates (and in the case of 102 Awards, subject to Section
‎9.3 or in the case of Incentive Stock Options, who is an
employee for purposes of Section 422 of the Code); provided, however, that neither service as a director nor payment of a director’s
fee shall be sufficient to constitute employment for purposes of this Plan. The Company shall determine in good faith and in the
exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s
employment or termination of employment, as the case may be. For purposes of a person’s rights, if any, under this Plan as
of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive,
notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.


 


2.2.11              
“employment”, “employed” and words of similar import shall be deemed to refer to the employment
of Employees or to the services of any other Service Provider, as the case may be.


 


2.2.12              
“exercise” “exercised” and words of similar import, when referring to an Award that does not
require exercise or that is settled upon vesting (such as may be the case with RSUs or Restricted Shares, if so determined in their
terms), shall be deemed to refer to the vesting of such an Award (regardless of whether or not the wording included reference to
vesting of such an Awards explicitly).


 


2.2.13              
“Exercise Period” shall mean the period, commencing on the date of grant of an Award, during which an Award
shall be exercisable, subject to any vesting provisions thereof (including any acceleration thereof, if any) and subject to the
termination provisions hereof.


 


2.2.14              
“Exercise Price” shall mean the exercise price for each Share covered by an Option or the purchase price
for each Share covered by any other Award.






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2.2.15              
“Fair Market Value” shall mean, as of any date, the value of a Share or other property as determined by
the Board, in its discretion, subject to the following: (i) if, on such date, the Shares are listed on any securities exchange,
the average closing sales price per Share on which the Shares are principally traded over the thirty (30) day calendar period preceding
the subject date (utilizing all trading days during such 30 calendar day period), as reported in The Wall Street Journal or such
other source as the Company deems reliable; (ii) if, on such date, the Shares are then quoted in an over-the-counter market, the
average of the closing bid and asked prices for the Shares in that market during the thirty (30) day calendar period preceding
the subject date (utilizing all trading days during such 30 calendar day period), as reported in The Wall Street Journal or such
other source as the Company deems reliable; (iii) if, on such date, the Shares are not then listed on a securities exchange or
quoted in an over-the-counter market, or in case of any other property, such value as the Committee, in its sole discretion, shall
determine, with full authority to determine the method for making such determination and which determination shall be conclusive
and binding on all parties, and shall be made after such consultations with outside legal, accounting and other experts as the
Committee may deem advisable; provided, however, that, if applicable, the Fair Market Value of the Shares shall be determined in
a manner that satisfies the applicable requirements of and subject to Section 409A of the Code, and with respect to Incentive Stock
Options, in a manner that satisfies the applicable requirements of and subject to Section 422 of the Code, subject to Section 422(c)(7)
of the Code. The Committee shall maintain a written record of its method of determining such value. If the Shares are listed or
quoted on more than one established stock exchange or over-the-counter market, the Committee shall determine the principal such
exchange or market and utilize the price of the Shares on that exchange or market (determined as per the method described in clauses
(i) or (ii) above, as applicable) for the purpose of determining Fair Market Value.


 


2.2.16              
“Grantee” shall mean a person who has been granted an Award(s) under this Plan.


 


2.2.17              
“Ordinance” shall mean the Israeli Income Tax Ordinance (New Version) 1961, and the regulations and rules
(including the Rules) promulgated thereunder, all as amended from time to time.


 


2.2.18              
“Parent” shall mean any company (other than the Company), which now exists or is hereafter organized, (i)
in an unbroken chain of companies ending with the Company if, at the time of granting an Award, each of the companies (other than
the Company) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one
of the other companies in such chain, or (ii) if applicable and for purposes of Incentive Stock Options, as defined in Section
424(e) of the Code.


 


2.2.19              
“Prior Plan” shall mean the Brainsway LTD. 2014 Share Incentive Plan.


 


2.2.20              
“Prior Plan Awards” shall mean (i) awards that were granted under the Prior Plan and were outstanding on
the Effective Date and that, on or after the Effective Date, are forfeited, expire, or are canceled in accordance with the terms
of the Prior Plan and the applicable award agreement or (ii) any shares subject to awards relating to our ordinary shares under
the Prior Plan that, on or after the Effective Date, are settled in cash.


 


2.2.21              
“Retirement” shall mean a Grantee's retirement pursuant to Applicable Law or in accordance with the terms
of any tax-qualified retirement plan maintained by the Company or any of its Affiliates in which the Grantee participates or is
subject to.






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2.2.22              
“Securities Act” shall mean the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder,
all as amended from time to time.


 


2.2.23              
“Service Provider” shall mean an Employee, director, officer, consultant, advisor and any other person or
entity who provides services to the Company or any Parent, Subsidiary or Affiliate thereof. Service Providers shall include prospective
Service Providers to whom Awards are granted in connection with written offers of an employment or other service relationship with
the Company or any Parent, Subsidiary or any Affiliates thereof, provided however that such employment or service shall have actually
commenced.


 


2.2.24              
 “Shares” shall mean Ordinary Shares, par value NIS 0.04, of the Company (as adjusted for stock split, reverse
stock split, bonus shares, combination or other recapitalization events), or shares of such other class of shares of the Company
as shall be designated by the Board in respect of the relevant Award(s). “Shares” include any securities or property
issued or distributed with respect thereto.


 


2.2.25              
“Subsidiary” shall mean any company (other than the Company), which now exists or is hereafter organized
or acquired by the Company, (i) in an unbroken chain of companies beginning with the Company if, at the time of granting an Award,
each of the companies other than the last company in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other companies in such chain, or (ii) if applicable and for
purposes of Incentive Stock Options, as defined in Section 424(f) of the Code.


 


2.2.26              
“Ten Percent Shareholder” shall mean a Grantee who, at the time an Award is granted to the Grantee, owns
shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or any
Parent or Subsidiary, within the meaning of Section 422(b)(6) of the Code.


 


2.2.27              
“Trustee” shall mean the trustee appointed by the Committee to hold the Awards (and, in relation with 102
Awards, approved by the ITA), if so appointed.


 


2.3                 
Other Defined Terms. The following terms shall have the meanings ascribed to them in the Sections set forth below:


 


	Term	Section
	102 Awards	‎1.2‎(i)
	102 Capital Gains Track Awards	‎9.1
	102 Non-Trustee Awards	‎9.2
	102 Ordinary Income Track Awards	‎9.1
	102 Trustee Awards	‎9.1
	3(9) Awards	‎1.2‎(ii)
	Award Agreement	‎6
	Cause	‎6.6.4.4
	Company	‎1.1
	Effective Date	‎24.1
	Election	‎9.2
	Eligible 102 Grantees	‎9.3.1



 



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	Incentive Stock Options	‎1.2(iii)
	ISO Share Issuance Limit	‎5
	ITA	‎1.1‎(i)
	Market Stand-Off	‎17.1
	Market Stand-Off Period	‎17.1
	Merger/Sale	‎14.2
	Nonqualified Stock Options	‎1.2‎(iv)
	Plan	‎1.1
	Recapitalization	‎14.1
	Required Holding Period	‎9.5
	Restricted Period	‎11.2
	Restricted Share Agreement	‎11
	Restricted Share Unit Agreement	‎12
	Restricted Shares	‎1.1
	RSUs	‎1.1
	Rules	‎1.1‎(i)
	Securities	‎17.1
	Successor Corporation	‎14.2.1
	Withholding Obligations	‎18.5


 

		3.	ADMINISTRATION.



 


3.1                 
To the extent permitted under Applicable Law, the Articles of Association and any other governing document of the Company,
this Plan shall be administered by the Committee. In the event that the Board does not appoint or establish a committee to administer
this Plan, this Plan shall be administered by the Board. In the event that an action necessary for the administration of this Plan
is required under Applicable Law to be taken by the Board without the right of delegation, or if such action or power was explicitly
reserved by the Board in appointing, establishing and empowering the Committee, then such action shall be so taken by the Board.
In any such event, all references herein to the Committee shall be construed as references to the Board. Even if such a Committee
was appointed or established, the Board may take any action that are stated to be vested in the Committee, and shall not be restricted
or limited from exercising all rights, powers and authorities under this Plan or Applicable Law.


 


3.2                 
The Board shall appoint the members of the Committee, may from time to time remove members from, or add members to,
the Committee, and shall fill vacancies in the Committee, however caused, provided that the composition of the Committee shall
at all times be in compliance with any mandatory requirements of Applicable Law, the Articles of Association and any other governing
document of the Company. The Committee may select one of its members as its Chairman and shall hold its meetings at such times
and places as it shall determine. The Committee may appoint a Secretary, who shall keep records of its meetings, and shall make
such rules and regulations for the conduct of its business as it shall deem advisable and subject to mandatory requirements of
Applicable Law.






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3.3                 
Subject to the terms and conditions of this Plan, any mandatory provisions of Applicable Law and any provisions of any
Company policy required under mandatory provisions of Applicable Law, and in addition to the Committee's powers contained elsewhere
in this Plan, the Committee shall have full authority, in its discretion, from time to time and at any time, to determine any of
the following, or to recommend to the Board any of the following if it is not authorized to take such action according to Applicable
Law:


 


(i)                    
eligible Grantees,


 


(ii)                  
grants of Awards and setting the terms and provisions of Award Agreements (which need not be identical) and any other agreements
or instruments under which Awards are made, including, but not limited to, the number of Shares underlying each Award,


 


(iii)                 
the time or times at which Awards shall be granted,


 


(iv)                 
the terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired upon
the exercise or (if applicable) vesting thereof, including, without limitation, (1) designating Awards under Section ‎1.2;
(2) the vesting schedule, the acceleration thereof and terms and conditions upon which Awards may be exercised or become vested,
(3) the Exercise Price, (4) the method of payment for Shares purchased upon the exercise or (if applicable) vesting of the Awards,
(5) the method for satisfaction of any tax withholding obligation arising in connection with the Awards or such Shares, including
by the withholding or delivery of Shares, (6) the time of the expiration of the Awards, (7) the effect of the Grantee’s termination
of employment with the Company or any of its Affiliates, and (8) all other terms, conditions and restrictions applicable to the
Award or the Shares not inconsistent with the terms of this Plan,


 


(v)                  
to accelerate, continue, extend or defer the exercisability of any Award or the vesting thereof, including with respect
to the period following a Grantee’s termination of employment,


 


(vi)                 
the interpretation of this Plan and the meaning, interpretation and applicability of terms referred to in Applicable Laws,


 


(vii)               
policies, guidelines, rules and regulations relating to and for carrying out this Plan, and any amendment, supplement or
rescission thereof, as it may deem appropriate,


 


(viii)             
to adopt supplements to, or alternative versions of, this Plan, including, without limitation, as it deems necessary or
desirable to comply with the laws of, or to accommodate the tax regime or custom of, foreign jurisdictions whose citizens or residents
may be granted Awards,


 


(ix)                 
the Fair Market Value of the Shares or other property,


 


(x)                   
the tax track (capital gains, ordinary income track or any other track available under the Section 102 of the Ordinance)
for the purpose of 102 Awards,


 


(xi)                 
the authorization and approval of conversion, substitution, cancellation or suspension under and in accordance with this
Plan of any or all Awards or Shares,


 


(xii)               
the amendment, modification, waiver or supplement of the terms of each outstanding Award (with the consent of the applicable
Grantee, if such amendments refers to the increase of the Exercise Price of Awards or reduction of the number of Shared underlying
an Award (but, in each case, other than as a result of an adjustment or exercise of rights in accordance with Section ‎14))
unless otherwise provided under the terms of this Plan,






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(xiii)              
without limiting the generality of the foregoing, and subject to the provisions of Applicable Law, to grant to a Grantee
the holder of an outstanding Award, in exchange for the cancellation of such Award, a new Award having an Exercise Price lower
than that provided in the Award so canceled and containing such other terms and conditions as the Committee may prescribe in accordance
with the provisions of this Plan or to set a new Exercise Price for the same Award lower than that previously provided in the Award,


 


(xiv)              
to correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and all other
determinations and take such other actions with respect to this Plan or any Award as it may deem advisable to the extent not inconsistent
with the provisions of this Plan or Applicable Law, and


 


(xv)               
any other matter which is necessary or desirable for, or incidental to, the administration of this Plan and any Award thereunder.


 


3.4                 
The authority granted hereunder includes the authority to modify Awards to eligible individuals who are foreign nationals
or are individuals who are employed outside Israel to recognize differences in local law, tax policy or custom, in order to effectuate
the purposes of this Plan but without amending this Plan.


 


3.5                 
The Board and the Committee shall be free at all times to make such determination and take such actions as they deem
fit. The Board and the Committee need not take the same action or determination with respect to all Awards, with respect to certain
types of Awards, with respect to all Service Providers or any certain type of Service Providers and actions and determinations
may differ as among the Grantees, and as between the Grantees and any other holders of securities of the Company.


 


3.6                 
All decisions, determinations, and interpretations of the Committee, the Board and the Company under this Plan shall
be final and binding on all Grantees (whether before or after the issuance of Shares pursuant to Awards), unless otherwise determined
by the Committee, the Board or the Company, respectively. The Committee shall have the authority (but not the obligation) to determine
the interpretation and applicability of Applicable Laws to any Grantee or any Awards. No member of the Committee or the Board shall
be liable to any Grantee for any action taken or determination made in good faith with respect to this Plan or any Award granted
hereunder.


 


3.7                 
Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right,
obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right, obligation, determination or election.


 


		4.	ELIGIBILITY.



 


4.1                 
Awards may be granted to Service Providers of the Company or any Affiliate thereof, taking into account the qualification
under each tax regime pursuant to which such Awards are granted. A person who has been granted an Award hereunder may be granted
additional Awards, if the Committee shall so determine, subject to the limitations herein. However, eligibility in accordance with
this Section ‎4 shall not entitle any person to be granted
an Award, or, having been granted an Award, to be granted an additional Award.






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4.2                 
Awards may differ in number of Shares covered thereby, the terms and conditions applying to them or on the Grantees
or in any other respect (including, that there should not be any expectation (and it is hereby disclaimed) that a certain treatment,
interpretation or position granted to one shall be applied to the other, regardless of whether or not the facts or circumstances
are the same or similar).


 


		5.	SHARES.



 


5.1                 
The maximum aggregate number of Shares that may be issued under this Plan shall initially be 3,626,200 authorized but
unissued Shares (the “Pool”) (except and as adjusted pursuant to Section ‎14.1
of this Plan and for Prior Plan Awards eligible for reuse pursuant to the following paragraph), or such other number as the Board
may determine from time to time (without the need to amend the Plan in case of such determination). However, except as adjusted
pursuant to Section ‎14.1, in no event shall more than such
number of Shares included in the Pool be available for issuance pursuant to the exercise of Incentive Stock Options (the “ISO
Share Issuance Limit”).


 


5.2                 
Any Share underlying an Award granted hereunder or any Prior Plan Award that has expired or was cancelled, terminated,
forfeited or repurchased, for any reason, without having been exercised, shall, automatically and without any further action on
the part of the Company or any Grantee, again be available for grant of Awards and Shares issued upon exercise or (if applicable)
vesting thereof for the purposes of this Plan (unless this Plan shall have been terminated) or unless the Board determines otherwise.
Such Shares may, in whole or in part, be authorized but unissued Shares, treasury shares (dormant shares) or Shares otherwise that
shall have been or may be repurchased by the Company (to the extent permitted pursuant to the Companies Law). Any Shares under
the Pool that are not subject to outstanding or exercised Awards at the termination of this Plan shall cease to be reserved for
the purpose of this Plan.


 


		6.	TERMS AND CONDITIONS OF AWARDS.



 


Each Award granted pursuant to this Plan shall be evidenced
by a written agreement between the Company and the Grantee or a written notice delivered by the Company (the “Award Agreement”),
in substantially such form or forms and containing such terms and conditions, as the Committee shall from time to time approve.
The Award Agreement shall comply with and be subject to the following general terms and conditions and the provisions of this Plan
(except for any provisions applying to Awards under different tax regimes), unless otherwise specifically provided in such Award
Agreement, or the terms referred to in other Sections of this Plan applying to Awards under such applicable tax regimes, or terms
prescribed by Applicable Law. Award Agreements need not be in the same form and may differ in the terms and conditions included
therein.


 


6.1                 
Number of Shares. Each Award Agreement shall state the number of Shares covered by the Award.


 


6.2                 
Type of Award. Each Award Agreement may state the type of Award granted thereunder, provided that the tax treatment
of any Award, whether or not stated in the Award Agreement, shall be as determined in accordance with Applicable Laws.


 


6.3                 
Exercise Price. Each Award Agreement shall state the Exercise Price, which shall not be less than NIS 0.1. Unless
otherwise set forth in this Plan, an Exercise Price of an Award of less than the par value of the Shares shall comply with Section
304 of the Companies Law, 1999, as amended. Subject to Section 3 and to the foregoing, the Committee may reduce the Exercise Price
of any outstanding Award, on terms and subject to such conditions as it deems advisable. The Exercise Price shall also be subject
to adjustment as provided in Section ‎14 hereof.






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6.4                 
Manner of Exercise. An Award may be exercised, as to any or all Shares as to which the Award has become exercisable,
by written notice delivered in person or by mail (or such other methods of delivery prescribed by the Company) to the Chief Financial
Officer of the Company or to such other person as determined by the Committee, or in any other manner as the Committee shall prescribe
from time to time, specifying the number of Shares with respect to which the Award is being exercised (which may be equal to or
lower than the aggregate number of Shares that have become exercisable at such time, subject to the last sentence of this Section),
accompanied by payment of the aggregate Exercise Price for such Shares in the manner specified in the following sentence. The Exercise
Price shall be paid in full with respect to each Share, at the time of exercise, either in (i) cash, (ii) if the Company’s
shares are listed for trading on any securities exchange or over-the-counter market, all or part of the Exercise Price and any
withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities
broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company or the Trustee, (iii)
if the Company’s shares are listed for trading on any securities exchange or over-the-counter market, and if the Committee
so determines, all or part of the Exercise Price and any withholding taxes may be paid by the delivery (on a form prescribed by
the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security
for a loan, and to deliver all or part of the loan proceeds to the Company or the Trustee, or (iv) in such other manner as the
Committee shall determine, which may include procedures for cashless exercise. A Grantee may not exercise Awards unless the aggregate
Exercise Price thereof is equal to or in excess of the lower of: (a) the aggregate Exercise Price for all Shares as to which the
Award has become exercisable at such time; or (b) US$2,000.


 


Notwithstanding the above, as long
as the Company's Shares are listed for trading on Tel-Aviv Stock Exchange Ltd. conversion shall not be executed on the record date
for the distribution of bonus shares, offer by way of rights, distribution of a dividend, consolidation of capital, splitting of
capital or reduction of capital (each of the aforesaid hereinafter referred to as “company event”).


 


6.5                 
Term and Vesting of Awards.


 


6.5.1               
Each Award Agreement shall provide the vesting schedule for the Award as determined by the Committee. The Committee
shall have the authority to determine the vesting schedule and accelerate the vesting of any outstanding Award at such time and
under such circumstances as it, in its sole discretion, deems appropriate. Unless otherwise resolved by the Committee and stated
in the Award Agreement, and subject to Sections ‎6.6 and
‎6.7 hereof, Awards shall vest and become exercisable under
the following schedule: twenty-five percent (25%) of the Shares covered by the Award, on the first anniversary of the vesting commencement
date determine by the Committee (and in the absence of such determination, of date on which such Award was granted), and six and
one-quarter percent (6.25%) of the Shares covered by the Award at the end of each subsequent three-month period thereafter over
the course of the following three (3) years; provided that the Grantee remains continuously as a Service Provider of the Company
or its Affiliates throughout such vesting dates.


 


6.5.2               
The Award Agreement may contain performance goals and measurements (which, in case of 102 Awards, shall, if then required,
be subject to obtaining a specific tax ruling or determination from the ITA), and the provisions with respect to any Award need
not be the same as the provisions with respect to any other Award. Such performance goals may include, but are not limited to,
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 Committee may adjust performance goals pursuant to Awards previously
granted to take into account changes in law and accounting and tax rules and to make such adjustments as the Committee deems necessary
or appropriate to reflect the inclusion or the exclusion of the impact of extraordinary or unusual items, events or circumstances.






    	 	- 10 -	 



     


    

6.5.3               
The Exercise Period of an Award will be 10 years from the date of grant of the Award, unless otherwise determined by
the Committee, but subject to the vesting provisions described above and the early termination provisions set forth in Sections
‎6.6 and ‎6.7
hereof. At the expiration of the Exercise Period, any Award, or any part thereof, that has not been exercised within the term of
the Award and the Shares covered thereby not paid for in accordance with this Plan and the Award Agreement shall terminate and
become null and void, and all interests and rights of the Grantee in and to the same shall expire.


 


6.6                 
Termination.


 


6.6.1               
Unless otherwise determined by the Committee, and subject to Section ‎6.7
hereof, an Award may not be exercised unless the Grantee is then a Service Provider of the Company or an Affiliate thereof or,
in the case of an Incentive Stock Option, a company or a parent or subsidiary company of such company issuing or assuming the Option
in a transaction to which Section 424(a) of the Code applies, and unless the Grantee has remained continuously so employed since
the date of grant of the Award and throughout the vesting dates.


 


6.6.2               
In the event that the employment or service of a Grantee shall terminate (other than by reason of death, Disability
or Retirement), all Awards of such Grantee that are unvested at the time of such termination shall terminate on the date of such
termination, and all Awards of such Grantee that are vested and exercisable at the time of such termination may be exercised within
up to three (3) months after the date of such termination (or such different period as the Committee shall prescribe), but in any
event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this Plan;
provided, however, that if the Company (or the Subsidiary or Affiliate, when applicable) shall terminate the Grantee’s employment
or service for Cause (as defined below) or if at any time during the Exercise Period (whether prior to and after termination of
employment or service, and whether or not the Grantee’s employment or service is terminated by either party as a result thereof),
facts or circumstances arise or are discovered with respect to the Grantee that would have constituted Cause, all Awards theretofore
granted to such Grantee (whether vested or not) shall, to the extent not theretofore exercised, terminate on the date of such termination
(or on such subsequent date on which such facts or circumstances arise or are discovered, as the case may be) unless otherwise
determined by the Committee.


 


6.6.3               
Notwithstanding anything to the contrary, the Committee, in its absolute discretion, may, on such terms and conditions
as it may determine appropriate, extend the periods for which Awards held by any Grantee may continue to vest and be exercisable;
it being clarified that such Awards may lose their entitlement to certain tax benefits under Applicable Law as a result of the
modification of such Awards and/or in the event that the Award is exercised beyond the later of: (i) three (3) months after the
date of termination of the employment or service relationship; or (ii) the applicable period under Section ‎6.7
below with respect to a termination of the employment or service relationship because of the death, Disability or Retirement of
Grantee.


 


6.6.4               
For purposes of this Plan:






    	 	- 11 -	 



     


    

6.6.4.1        
a termination of employment or service of a Grantee shall not be deemed to occur in case of (i) a transition or transfer
of a Grantee among the Company and its Affiliates, (ii) a change in the capacity in which the Grantee is employed or renders service
to the Company or any of its Affiliates or a change in the identity of the employing or engagement entity among the Company and
its Affiliates, provided, in case of (i) and (ii) above, that the Grantee has remained continuously employed by and/or in the service
of the Company and its Affiliates since the date of grant of the Award and throughout the vesting period; (iii) if the Grantee
takes any unpaid leave as set forth in Section ‎6.8(i) below.


 


6.6.4.2        
An entity or an Affiliate thereof assuming an Award or issuing in substitution thereof in a transaction to which Section
424(a) of the Code applies or in a Merger/Sale in accordance with Section ‎14
shall be deemed as an Affiliate of the Company for purposes of this Section ‎6.6,
unless the Committee determines otherwise.


 


6.6.4.3        
In the case of a Grantee whose principal employer or service recipient is a Subsidiary or Affiliate, the Grantee’s
employment shall also be deemed terminated for purposes of this Section 6.6 as of the date on which such principal employer or
service recipient ceases to be a Subsidiary or Affiliate.


 


6.6.4.4        
The term “Cause” shall mean (irrespective of, and in addition to, any definition included in any other agreement
or instrument applicable to the Grantee, and unless otherwise determined by the Committee) any of the following: (i) any theft,
fraud, embezzlement, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification of any documents
or records of the Company or any of its Affiliates, felony or similar act by the Grantee (whether or not related to the Grantee’s
relationship with the Company); (ii) an act of moral turpitude by the Grantee, or any act that causes significant injury to, or
is otherwise adversely affecting, the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary
or Affiliate, when applicable); (iii) any breach by the Grantee of any material agreement with or of any material duty of the Grantee
to the Company or any Subsidiary or Affiliate thereof (including breach of confidentiality, non-disclosure, non-use non-competition
or non-solicitation covenants towards the Company or any of its Affiliates) or failure to abide by code of conduct or other policies
(including, without limitation, policies relating to confidentiality and reasonable workplace conduct); or (iv) any act which constitutes
a breach of a Grantee’s fiduciary duty towards the Company or an Affiliate or Subsidiary, including disclosure of confidential
or proprietary information thereof or acceptance or solicitation to receive unauthorized or undisclosed benefits, irrespective
of their nature, or funds, or promises to receive either, from individuals, consultants or corporate entities that the Company
or a Subsidiary does business with; (v) the Grantee’s unauthorized use, misappropriation, destruction, or diversion of any
tangible or intangible asset or corporate opportunity of a Company or any of its Affiliates (including, without limitation, the
improper use or disclosure of confidential or proprietary information); or (vi) any circumstances that constitute grounds for termination
for cause under the Grantee’s employment or service agreement with the Company or Affiliate, to the extent applicable. For
the avoidance of doubt, the determination as to whether a termination is for Cause for purposes of this Plan, shall be made in
good faith by the Committee and shall be final and binding on the Grantee.


 


6.7                 
Death, Disability or Retirement of Grantee.


 


6.7.1               
If a Grantee shall die while employed by, or performing service for, the Company or its Affiliates, or within the three
(3) month period (or such longer period of time as determined by the Board, in its discretion) after the date of termination of
such Grantee's employment or service (or within such different period as the Committee may have provided pursuant to Section ‎6.6
hereof), or if the Grantee's employment or service shall terminate by reason of Disability, all Awards theretofore granted to such
Grantee may (to the extent otherwise vested and exercisable and 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 legal right to exercise such Awards by bequest or inheritance,
or by a person who acquired the legal right to exercise such Awards in accordance with Applicable Law in the case of Disability
of the Grantee, as the case may be, at any time within one (1) year (or such longer period of time as determined by the Board,
in its discretion) after the death or Disability of the Grantee (or such different period as the Committee shall prescribe), but
in any event no later than the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to
this Plan. In the event that an Award granted hereunder shall be exercised as set forth above by any person other than the Grantee,
written notice of such exercise shall be accompanied by a certified copy of letters testamentary or proof satisfactory to the Committee
of the right of such person to exercise such Award.



    	 	- 12 -	 



     


    




6.7.2               
In the event that the employment or service of a Grantee shall terminate on account of such Grantee's Retirement, all
Awards 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 the three (3) month period after the date of such Retirement (or such different period as
the Committee shall prescribe).


 


6.8                 
Suspension of Vesting. Unless the Committee provides otherwise, vesting of Awards granted hereunder shall be
suspended during any unpaid leave of absence, other than in the case of any (i) leave of absence which was pre-approved by the
Company explicitly for purposes of continuing the vesting of Awards, or (ii) transfers between locations of the Company or any
of its Affiliates, or between the Company and any of its Affiliates, or any respective successor thereof. For clarify, for purposes
of this Plan, military leave, statutory maternity or paternity leave or sick leave are not deemed unpaid leave of absence.


 


6.9                 
Securities Law Restrictions. Except as otherwise provided in the applicable Award Agreement or other agreement
between the Service Provider and the Company, if the exercise of an Award following the termination of the Service Provider’s
employment or service (other than for Cause) would be prohibited at any time solely because the issuance of Shares would violate
the registration requirements under the Securities Act or equivalent requirements under equivalent laws of other applicable jurisdictions,
then the Award shall remain exercisable and terminate on the earlier of (i) the expiration of a period of three (3) months
(or such longer period of time as determined by the Board, in its discretion) after the termination of the Service Provider’s
employment or service during which the exercise of the Award would not be in such violation, or (ii) the expiration of the
term of the Award as set forth in the Award Agreement or pursuant to this Plan. In addition, unless otherwise provided in a Grantee’s
Award Agreement, if the sale of any Shares received upon exercise or (if applicable) vesting of an Award following the termination
of the Grantee's employment or service (other than for Cause) would violate the Company’s insider trading policy, then the
Award shall terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination exercise period
after the termination of the Grantee's employment or service during which the exercise of the Award would not be in violation of
the Company’s insider trading policy, or (ii) the expiration of the term of the Award as set forth in the applicable
Award Agreement or pursuant to this Plan.


 


6.10                 
Voting Proxy. Until immediately after the listing for trading on a stock exchange or market or trading system
of the Company’s (or the Successor Corporation’s) shares, the Shares subject to an Award or to be issued pursuant to
an Award or any other Securities, shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power
of attorney by the Grantee or the Trustee (if so requested from the Trustee), as the case may be, to the Company, which shall designate
such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such
determination, the CEO or Chairman of the Board, ex officio). The Trustee is deemed to be instructed by the Grantee to sign such
proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions
in respect of the Shares or other Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity
as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable
proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable
proxy and power of attorney or held by a Trustee (and unless a proxy was given by the Trustee as aforesaid), (i) in any shareholders
meeting or written consent in lieu thereof, such Shares shall be voted by the proxy holder, unless directed otherwise by the Board,
in the same proportion as the result of the vote at the shareholders’ meeting (or written consent in lieu thereof) in respect
of which the Shares are being voted (whether an extraordinary or annual meeting), and (ii) or in any act or consent of shareholders
under the Company’s Articles of Association or otherwise, such Shares shall be cast by the proxy holder, unless directed
otherwise by the Board, in the same proportion as the result of the shareholders’ act or consent. The provisions of this
Section shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.



    	 	- 13 -	 



     


    




6.11                 
Other Provisions. The Award Agreement evidencing Awards under this Plan shall contain such other terms and conditions
not inconsistent with this Plan as the Committee may determine, at or after the date of grant, including provisions in connection
with the restrictions on transferring the Awards or Shares covered by such Awards, which shall be binding upon the Grantees and
any purchaser, assignee or transferee of any Awards, and other terms and conditions as the Committee shall deem appropriate.


 


		7.	NONQUALIFIED STOCK OPTIONS.



 


Awards granted pursuant to this Section ‎7
are intended to constitute Nonqualified Stock Options and shall be subject to the general terms and conditions specified in Section
‎6 hereof and other provisions of this Plan, except for any
provisions of this Plan applying to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions
between the provisions of this Section ‎7 and the other terms
of this Plan, this Section ‎7 shall prevail.


 


7.1                 
Eligibility for Awards. Nonqualified Stock Options may not be granted to Service Providers who is deemed to be
a resident of the United States for purposes of taxation and who are providing services only to a “parent” of the Company,
as such term is defined in Rule 405 of Regulation C under the Securities Act, unless the Shares underlying such Awards are treated
as “service recipient stock” under Section 409A of the Code because the Awards are granted pursuant to a corporate
transaction (such as a spin off transaction) or unless such Awards comply with the distribution requirements of Section 409A of
the Code.


 


7.2                 
Exercise Price. The Exercise Price of a Nonqualified Stock Option shall not be less than 100% of the Fair Market
Value of the Shares on the date of grant unless the Committee specifically indicates that the Awards will have a lower Exercise
Price and the Award complies with Section 409A of the Code. Notwithstanding the foregoing, Nonqualified Stock Option may be granted
with an exercise price lower than the minimum exercise price set forth above if such Award is granted pursuant to an assumption
or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.



    	 	- 14 -	 



     


    




		8.	INCENTIVE STOCK OPTIONS.



 


Awards granted pursuant to this Section 8 are intended
to constitute Incentive Stock Options and shall be granted subject to the following special terms and conditions, the general terms
and conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying
to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of
this Section 8 and the other terms of this Plan, this Section 8 shall prevail.


 


8.1                 
Eligibility for Awards. Incentive Stock Options may be granted only to Employees of the Company, or to Employees
of a Parent or Subsidiary corporation thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Any person
who is not an Employee on the effective date of the grant of an Award to such person may be granted only a Nonqualifed Stock Option.
An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed
granted effective on the date such person commences employment, with an exercise price determined as of such date in accordance
with Section ‎8.2.


 


8.2                 
Exercise Price. The Exercise Price of Incentive Stock Option shall not be less than one hundred percent (100%)
of the Fair Market Value of the Shares covered by the Awards on the date of grant or such other price as may be determined pursuant
to the Code. No Incentive Stock Option granted to any Ten-Percent Shareholder shall have an Exercise Price less than 110% of the
Fair Market Value of a Share covered by the Awards on the effective date of grant. Notwithstanding the foregoing, Incentive Stock
Option may be granted with an exercise price lower than the minimum exercise price set forth above if such Award is granted pursuant
to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.


 


8.3                 
Date of Grant. Incentive Stock Option shall be granted within 10 years from the date this Plan is adopted, or
the date this Plan is approved by the shareholders, whichever is earlier.


 


8.4                 
Exercise Period. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years after
the effective date of grant of such Award, subject to Section ‎8.6.
No Incentive Stock Option granted to a prospective Employee may become exercisable prior to the date on which such person commences
employment.


 


8.5                 
Value of Shares. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted)
of the Shares with respect to which all Incentive Stock Options granted under this Plan and all other option plans of any Parent
or Subsidiary or Affiliate become exercisable for the first time by each Grantee during any calendar year shall not exceed one
hundred thousand United States dollars ($100,000) with respect to such Grantee. To the extent that the aggregate Fair Market Value
of Shares with respect to which the Incentive Stock Options are exercisable for the first time by any Grantee during any calendar
years as mentioned above exceeds one hundred thousand United States dollars ($100,000), such Awards shall be treated as Nonqualified
Stock Options. The foregoing shall be applied by taking Awards into account in the order in which they were granted, and the Fair
Market Value of any Share to be determined at the time of the grant of the Awards. If the Code is amended to provide for a different
limitation from that set forth in this Section ‎8.5, such
different limitation shall be deemed incorporated herein effective as of the date and with respect to such Awards as required or
permitted by such amendment to the Code. If an Award is treated as an Incentive Stock Option in part and as a Nonqualifed Stock
Option in part by reason of the limitation set forth in this Section ‎8.5,
the Grantee may designate which portion of such Award the Grantee is exercising. In the absence of such designation, the Grantee
shall be deemed to have exercised the Incentive Stock Option portion of the Award first. Separate certificates representing each
such portion may be issued upon the exercise of the Award.






    	 	- 15 -	 



     


    

8.6                 
Ten Percent Shareholder. In the case of an Incentive Stock Option granted to a Ten Percent Shareholder, (i) the
Exercise Price shall not be less than one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of
grant of such Incentive Stock Option, and (ii) the Exercise Period shall not exceed five (5) years from the effective date of grant
of such Incentive Stock Option.


 


8.7                 
Incentive Stock Option Lock-Up Period. No disposition of Shares received pursuant to the exercise of Incentive
Stock Options, shall be made by the Grantee within 2 years from the date of grant, nor within 1 year after the transfer of such
Shares to him. To the extent that the Grantee violates the aforementioned limitations, the Incentive Stock Options shall be deemed
to be Nonqualified Stock Options.


 


8.8                 
Approval. To the extent required by Applicable Law, the status of any Shares issued upon exercise of Incentive
Stock Options shall be subject to approval of this Plan and any amendment thereto by the Company’s shareholders, such approval
to be provided 12 months before or after the date of adoption of this Plan or its amendment (if applicable), as the case may be,
by the Board.


 


8.9                 
Leave of Absence. Notwithstanding Section ‎6.8,
a Grantee’s employment shall not be deemed to have terminated if the Grantee takes any leave as set forth in Section ‎6.8(i);
provided, however, that if any such leave exceeds ninety (90) days, on the one hundred eighty-first (181st) day following the commencement
of such leave any Incentive Stock Option held by the Grantee shall cease to be treated as an Incentive Stock Option and instead
shall be treated thereafter as a Nonqualifed Stock Option, unless the Grantee’s right to return to employment is guaranteed
by statute or contract.


 


8.10                 
Exercise Following Termination for Disability. Notwithstanding anything else in this Plan to the contrary, Incentive
Stock Options that are not exercised within three (3) months following termination of Grantee’s employment with the Company
or its Parent or Subsidiary or a corporation or a Parent or Subsidiary of such corporation issuing or assuming a Award in a transaction
to which Section 424(a) of the Code applies, or within one year in case of termination of Grantee’s employment with the Company
or its Parent or Subsidiary due to a disability (within the meaning of Section 22(e)(3) of the Code), shall be deemed to be Nonqualified
Stock Options.


 


8.11                 
Adjustments to Incentive Stock Options. Any Awards Agreement providing for the grant of Incentive Stock Options
shall indicate that adjustments made pursuant to this Plan with respect to Incentive Stock Options could constitute a “modification”
of such Incentive Stock Options (as that term is defined in Section 424(h) of the Code) or could cause adverse tax consequences
for the holder of such Incentive Stock Options and that the holder should consult with his or her tax advisor regarding the consequences
of such “modification” on his or her income tax treatment with respect to the Incentive Stock Option.


 


8.12                 
Notice to Company of Disqualifying Disposition. Each Grantee who receives an Incentive Stock Option must agree
to notify the Company in writing immediately after the Grantee makes a Disqualifying Disposition of any Shares received pursuant
to the exercise of Incentive Stock Options. A “Disqualifying Disposition” is any disposition (including any sale) of
such Shares before the later of (i) two years after the date the Grantee was granted the Incentive Stock Option, or (ii) one
year after the date the Grantee acquired Shares by exercising the Incentive Stock Option. If the Grantee dies before such Shares
are sold, these holding period requirements do not apply and no disposition of the Shares will be deemed a Disqualifying Disposition.


 






		9.	102 AWARDS.




    	 	- 16 -	 



     


    
Awards granted pursuant to this Section ‎9
are intended to constitute 102 Awards and shall be granted subject to the following special terms and conditions, the general terms
and conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying
to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of
this Section ‎9 and the other terms of this Plan, this Section
‎9 shall prevail.


 


9.1                 
Tracks. Awards granted pursuant to this Section ‎9
are intended to be granted pursuant to Section 102 of the Ordinance pursuant to either (i) Section 102(b)(2) thereof, under the
capital gain track (“102 Capital Gain Track Awards”), or (ii) Section 102(b)(1) thereof under the ordinary income track
(“102 Ordinary Income Track Awards”, and together with 102 Capital Gain Track Awards, “102 Trustee Awards”).
102 Trustee Awards shall be granted subject to the special terms and conditions contained in this Section ‎9,
the general terms and conditions specified in Section ‎6
hereof and other provisions of this Plan, except for any provisions of this Plan applying to Options under different tax laws or
regulations.


 


9.2                 
Election of Track. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Awards at any
given time to all Grantees who are to be granted 102 Trustee Awards pursuant to this Plan, and shall file an election with the
ITA regarding the type of 102 Trustee Awards it elects to grant before the date of grant of any 102 Trustee Awards (the “Election”).
Such Election shall also apply to any other securities, including bonus shares, received by any Grantee as a result of holding
the 102 Trustee Awards. The Company may change the type of 102 Trustee Awards 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 Awards, pursuant to Section 102(c)
of the Ordinance without a Trustee (“102 Non-Trustee Awards”).


 


9.3                 
Eligibility for Awards.


 


Subject to Applicable Law, 102
Awards may only be granted to an "employee" within the meaning of Section 102(a) of the Ordinance (which as of the date
of the adoption of this Plan means (i) individuals employed by an Israeli company being the Company or any of its Affiliates, and
(ii) individuals who are serving and are engaged personally (and not through an entity) as “office holders” by such
an Israeli company), but may not be granted to a Controlling Shareholder (“Eligible 102 Grantees”). Eligible 102 Grantees
may receive only 102 Awards, which may either be granted to a Trustee or granted under Section 102 of the Ordinance without a Trustee.


 


9.4                 
102 Award Grant Date.


 


9.4.1               
Each 102 Award will be deemed granted on the date determined by the Committee, subject to Section ‎9.4.2,
provided that (i) the Grantee has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect
to 102 Trustee Award, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published
by the ITA.


 


9.4.2               
Unless otherwise permitted by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of
the adoption of this Plan or an amendment to this Plan, as the case may be, that may become effective only at the expiration of
thirty (30) days after the filing of this 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, such condition shall be read and is incorporated by reference
into any corporate resolutions approving such grants and into any 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. In the case of any contradiction, this provision and the date of grant determined
pursuant hereto shall supersede and be deemed to amend any date of grant indicating in any corporate resolution or Award Agreement.



    	 	- 17 -	 



     


    




9.5                 
102 Trustee Awards.


 


9.5.1               
Each 102 Trustee Award, each Share issued pursuant to the exercise of any 102 Trustee Award, and any rights granted
thereunder, including bonus shares, shall be issued to and registered in the name of the Trustee and shall be held in trust for
the benefit of the Grantee for the requisite period prescribed by the Ordinance or such longer period as set by the Committee (the
“Required Holding Period”). In the event that the requirements under Section 102 of the Ordinance to qualify an Award
as a 102 Trustee Award are not met, then the Award may be treated as a 102 Non-Trustee Award or 3(9) Award, all in accordance with
the provisions of the Ordinance. After termination of the Required Holding Period, the Trustee may release such 102 Trustee Awards
and any such Shares, provided that (i) the Trustee has received an acknowledgment from the ITA that the Grantee has paid any applicable
taxes due pursuant to the Ordinance, or (ii) the Trustee and/or the Company and/or its Affiliate withholds all applicable taxes
and compulsory payments due pursuant to the Ordinance arising from the 102 Trustee Awards and/or any Shares issued upon exercise
or (if applicable) vesting of such 102 Trustee Awards. The Trustee shall not release any 102 Trustee Awards or Shares issued upon
exercise or (if applicable) vesting thereof prior to the payment in full of the Grantee’s tax and compulsory payments arising
from such 102 Trustee Awards and/or Shares or the withholding referred to in (ii) above.


 


9.5.2               
Each 102 Trustee 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 Awards and shall prevail over any term
contained in this Plan or 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 this Plan or Award Agreement that are necessary to receive or maintain
any tax benefit pursuant to Section 102 of the Ordinance shall be binding on the Grantee. The Grantee granted a 102 Trustee Awards
shall comply with the Ordinance and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee.
The Grantee shall execute any and all documents that the Company and/or its Affiliates and/or the Trustee determine from time to
time to be necessary in order to comply with the Ordinance and the Rules.


 


9.5.3               
During the Required Holding Period, the Grantee shall not release from trust or sell, assign, transfer or give as collateral,
the Shares issuable upon the exercise or (if applicable) vesting of a 102 Trustee Awards 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 Grantee under Section
102 of the Ordinance and the Rules, which shall apply to and shall be borne solely by such Grantee. Subject to the foregoing, the
Trustee may, pursuant to a written request from the Grantee, but subject to the terms of this Plan, release and transfer such Shares
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, 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, this Plan, the Award Agreement and any Applicable
Law.



    	 	- 18 -	 



     


    




9.5.4               
If a 102 Trustee Award is exercised or (if applicable) vested, the Shares issued upon such exercise or (if applicable)
vesting shall be issued in the name of the Trustee for the benefit of the Grantee.


 


9.5.5               
Upon or after receipt of a 102 Trustee Award, if required, the Grantee 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 this Plan, or any 102 Trustee Awards or Share granted to such Grantee thereunder.


 


9.6                 
102 Non-Trustee Awards. The foregoing provisions of this Section ‎9
relating to 102 Trustee Awards shall not apply with respect to 102 Non-Trustee Awards, which shall, however, be subject to the
relevant provisions of Section 102 of the Ordinance and the applicable Rules. The Committee may determine that 102 Non-Trustee
Awards, the Shares issuable upon the exercise or (if applicable) vesting of a 102 Non-Trustee Awards 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 Awards and
all accrued rights thereon (if any), in trust for the benefit of the Grantee and/or the Company, as the case may be, until the
full payment of tax arising from the 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable) vesting of
a 102 Non-Trustee Awards and/or any securities issued or distributed with respect thereto. The Company may choose, alternatively,
to force the Grantee to provide it 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.


 


9.7                 
Israeli Index Base for 102 Awards. Each 102 Award will be subject to the Israeli index base of the Value of Benefit,
as defined in Section 102(a) of the Ordinance, as determined by the Committee in its discretion, pursuant to the Rules, from time
to time. The Committee may amend (which may have a retroactive effect) the Israeli index base, pursuant to the Ordinance, without
the Grantee’s consent.


 


9.8                 
Written Grantee Undertaking. To the extent and with respect to any 102 Trustee Award, and as required by Section
102 of the Ordinance and the Rules, by virtue of the receipt of such Award, the Grantee is deemed to have undertaken and confirm
in writing the following (and such undertaking is deemed incorporated into any documents signed by the Grantee in connection with
the employment or service of the Grantee and/or the grant of such Award). The following written undertaking shall be deemed to
apply and relate to all Awards granted to the Grantee, whether under this Plan or other plans maintained by the Company, and whether
prior to or after the date hereof.


 


9.8.1               
The Grantee shall comply with all terms and conditions set forth in Section 102 of the Ordinance 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;


 


9.8.2               
The Grantee is familiar with, and understand the provisions of, Section 102 of the Ordinance in general, and the tax
arrangement under the “Capital Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences;
the Grantee agrees that the Awards and Shares that may be issued upon exercise or (if applicable) vesting of the Awards (or otherwise
in relation to the Awards), will be held by a trustee appointed pursuant to Section 102 of the Ordinance 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 Grantee understands that any release of such Awards or Shares from trust, or any sale of
the Share prior to the termination of the Holding Period, as defined above, will result in taxation at marginal tax rate, in addition
to deductions of appropriate social security, health tax contributions or other compulsory payments; and



    	 	- 19 -	 



     


    

9.8.3               
The Grantee agrees to the trust deed signed between the Company, his employing company and the trustee appointed pursuant
to Section 102 of the Ordinance.


 





		10.	3(9) AWARDS.



 


Awards granted pursuant to this Section ‎10
are intended to constitute 3(9) Awards and shall be granted subject to the general terms and conditions specified in Section ‎6
hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards under different tax laws or
regulations. In the event of any inconsistency or contradictions between the provisions of this Section ‎10
and the other terms of this Plan, this Section ‎10 shall
prevail.


 


10.1                 
To the extent required by the Ordinance or the ITA or otherwise deemed by the Committee to be advisable, the 3(9) Awards
and/or any shares or other securities issued or distributed with respect thereto granted pursuant to this Plan shall be issued
to a Trustee nominated by the Committee in accordance with the provisions of the Ordinance. In such event, the Trustee shall hold
such Awards and/or any shares or other securities issued or distributed with respect thereto in trust, until exercised or (if applicable)
vested by the Grantee 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
or the Committee, and subject to such trust agreement, the Trustee shall be responsible for withholding any taxes to which a Grantee
may become liable upon issuance of Shares, whether due to the exercise or (if applicable) vesting of Awards.


 


10.2                 
Shares pursuant to a 3(9) Award shall not be issued, unless the Grantee delivers to the Company payment in cash or by
bank check or such other form acceptable to the Committee of all withholding taxes due, if any, on account of the Grantee acquired
Shares under the Award or gives other assurance satisfactory to the Committee of the payment of those withholding taxes.


 


		11.	RESTRICTED SHARES.



 


The Committee may award Restricted Shares to any eligible
Grantee, including under Section 102 of the Ordinance. Each Award of Restricted Shares under this Plan shall be evidenced by a
written agreement between the Company and the Grantee (the “Restricted Share Agreement”), in such form as the Committee
shall from time to time approve. The Restricted Shares shall be subject to all applicable terms of this Plan, which in the case
of Restricted Shares granted under Section 102 of the Ordinance shall include Section ‎9
hereof, and may be subject to any other terms that are not inconsistent with this Plan. The provisions of the various Restricted
Shares Agreements entered into under this Plan need not be identical. The Restricted Share Agreement shall comply with and be subject
to Section ‎6 and the following terms and conditions, unless
otherwise specifically provided in such Agreement and not inconsistent with this Plan, or Applicable Law:


 


11.1                 
Purchase Price. Section ‎6.4 shall not
apply. Each Restricted Share Agreement shall state an amount of Exercise Price to be paid by the Grantee, if any, in consideration
for the issuance of the Restricted Shares and the terms of payment thereof, which may include, payment in cash or by issuance of
promissory notes or other evidence of indebtedness on such terms and conditions as determined by the Committee.



    	 	- 20 -	 



     


    




11.2                 
Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of, except by will or the laws of descent and distribution (in which case they shall be transferred subject to all restrictions
then or thereafter applicable thereto), until such Restricted Shares shall have vested (the period from the date on which the Award
is granted until the date of vesting of the Restricted Share thereunder being referred to herein as the “Restricted Period”).
The Committee may also impose such additional or alternative restrictions and conditions on the Restricted Shares, as it deems
appropriate, including the satisfaction of performance criteria. Such performance criteria may include, but are not limited to,
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 or pursuant to the provisions of any Company policy required under
mandatory provisions of Applicable Law. Certificates for shares issued pursuant to Restricted Share Awards shall bear an appropriate
legend referring to such restrictions, and any attempt to dispose of any such shares in contravention of such restrictions shall
be null and void and without effect. Such certificates may, if so determined by the Committee, be held in escrow by an escrow agent
appointed by the Committee, or, if a Restricted Share Award is made pursuant to Section 102 of the Ordinance, by the Trustee. 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 Restricted Shares on successive anniversaries of the date of such Award. To the extent
required by the Ordinance or the ITA, the Restricted Shares issued pursuant to Section 102 of the Ordinance shall be issued to
the Trustee in accordance with the provisions of the Ordinance and the Restricted Shares shall be held for the benefit of the Grantee
for such period as may be required by the Ordinance.


 


11.3                 
Forfeiture; Repurchase. Subject to such exceptions as may be determined by the Committee, if the Grantee's continuous
employment with or service to the Company or any Affiliate thereof shall terminate for any reason prior to the expiration of the
Restricted Period of an Award or prior to the timely payment in full of the Exercise Price of any Restricted Shares, any Shares
remaining subject to vesting or with respect to which the purchase price has not been paid in full, shall thereupon be forfeited,
transferred to, and redeemed, repurchased or cancelled by, as the case may be, in any manner as set forth in Section ‎6.6.2(i)
thought (v), subject to Applicable Laws and the Grantee shall have no further rights with respect to such Restricted Shares.


 


11.4                 
Ownership. During the Restricted Period the Grantee shall possess all incidents of ownership of such Restricted
Shares, subject to Section ‎6.10 and Section ‎11.2,
including the right to vote and receive dividends with respect to such Shares. All securities, if any, received by a Grantee with
respect to Restricted Shares as a result of any stock split, stock dividend, combination of shares, or other similar transaction
shall be subject to the restrictions applicable to the original Award.


 


		12.	RESTRICTED SHARE UNITS.



 


An RSU is an Award covering a number of Shares that
is settled, if vested and (if applicable) exercised, by issuance of those Shares. An RSU may be awarded to any eligible Grantee,
including under Section 102 of the Ordinance, provided that, to the extent required by Applicable Laws, a specific ruling
is obtained from the ITA to grant RSUs as 102 Trustee Awards. The Award Agreement relating to the grant of RSUs under this Plan
(the “Restricted Share Unit Agreement”), shall be in such form as the Committee shall from time to time approve. The
RSUs shall be subject to all applicable terms of this Plan, which in the case of RSUs granted under Section 102 of the Ordinance
shall include Section ‎9 hereof, and may be subject to any
other terms that are not inconsistent with this Plan. The provisions of the various Restricted Share Unit Agreements entered into
under this Plan need not be identical. RSUs may be granted in consideration of a reduction in the recipient’s other compensation.






    	 	- 21 -	 



     


    

12.1                 
Exercise Price. No payment of Exercise Price shall be required as consideration for RSUs, unless included in
the Award Agreement or as required by Applicable Law (including, Section 304 of the Companies Law, 1999, as amended), and Section
‎6.4 shall apply, if applicable.


 


12.2                 
Shareholders’ Rights. The Grantee shall not possess or own any ownership rights in the Shares underlying
the RSUs and no rights as a shareholder shall exist prior to the actual issuance of Shares in the name of the Grantee.


 


12.3                 
Settlements of Awards. Settlement of vested RSUs shall be made in the form of Shares. Distribution to a Grantee
of an amount (or amounts) from settlement of vested RSUs can be deferred to a date after settlement as determined by the Committee.
The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until the grant of RSUs
is settled, the number of Shares underlying such RSUs shall be subject to adjustment pursuant hereto.


 


12.4                 
Section 409A Restrictions. Notwithstanding anything to the contrary set forth herein, any RSUs granted under
this Plan that are not exempt from the requirements of Section 409A of the Code shall contain such restrictions or other provisions
so that such RSUs will comply with the requirements of Section 409A of the Code, if applicable to the Company. Such restrictions,
if any, shall be determined by the Committee and contained in the Restricted Share Unit Agreement evidencing such RSU. For example,
such restrictions may include a requirement that any Shares that are to be issued in a year following the year in which the RSU
vests must be issued in accordance with a fixed, pre-determined schedule.


 


		13.	OTHER SHARE OR SHARE-BASED AWARDS.



 


13.1                 
The Committee may grant other Awards under this Plan pursuant to which Shares (which may, but need not, be Restricted
Shares pursuant to Section 11 hereof), cash (in settlement of Share-based Awards) or a combination thereof, are or may in
the future be acquired or received, or Awards denominated in stock units, including units valued on the basis of measures other
than market value.


 


13.2                 
The Committee may also grant stock appreciation rights without the grant of an accompanying option, which rights shall
permit the Grantees to receive, at the time of any exercise of such rights, cash equal to the amount by which the Fair Market Value
of all Shares in respect to which the right was granted exceed the exercise price thereof.


 


13.3                 
Such other Share-based Awards as set forth above may be granted alone, in addition to, or in tandem with any
Award of any type granted under this Plan.


 


		14.	EFFECT OF CERTAIN CHANGES.



 


14.1                 
General. In the event of a divisions or subdivision of the outstanding share capital of the Company, any distribution
of bonus shares (stock split), consolidation or combination of share capital of the Company (reverse stock split), reclassification
with respect to the Shares or any similar recapitalization events (each, a "Recapitalization"), reorganization (which
may include a combination or exchange of shares, spin-off or other corporate divestiture or division, or other similar occurrences)
then (i) the number of Shares reserved and available for grants of Awards and (ii) the number of Shares covered by outstanding
Awards, , will be proportionately adjusted. Any fractional shares resulting from such adjustment shall be treated as determined
by the Committee, and in the absence of such determination shall be rounded to the nearest whole share, and the Company shall have
no obligation to make any cash or other payment with respect to such fractional shares. No adjustment shall be made by reason of
the distribution of subscription rights or rights offering to outstanding shares or distribution of dividends to outstanding shareholders
or other issuance of shares by the Company, unless the Committee determines otherwise. The adjustments determined pursuant to this
Section ‎14.1 (including a determination that no adjustment
is to be made) shall be final, binding and conclusive.



    	 	- 22 -	 



     


    




14.2                 
Merger/Sale of Company. In the event of (i) a sale of all or substantially all of the assets of the Company,
or a sale (including an exchange) of all or substantially all of the shares of the Company, to any person, or a purchase by a shareholder
of the Company or by an Affiliate of such shareholder, of all the shares of the Company held by all or substantially all other
shareholders or by other shareholders who are not Affiliated with such acquiring party; (ii) a merger (including, a reverse merger
and a reverse triangular merger), consolidation, amalgamation or like transaction of the Company with or into another corporation;
(iii) a scheme of arrangement for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction;
or (iv) such other transaction or set of circumstances that is determined by the Board, in its discretion, to be a transaction
subject to the provisions of this Section ‎14.2; excluding
any of the above transactions in clauses (i) through (iii) if the Committee determines that such transaction should be excluded
from the definition hereof and the applicability of this Section ‎14.2
(such transaction, a “Merger/Sale”), then, without derogating from the Committee’s general authority and power
under this Plan, without the Grantee’s consent and action and without any prior notice requirement:


 


14.2.1              
Unless otherwise determined by the Committee in its sole and absolute discretion, any Award then outstanding shall be
assumed or be substituted by the Company, or by the successor corporation in such Merger/Sale or by any parent or Affiliate thereof,
as determined by the Committee in its discretion (the “Successor Corporation”), under terms as determined by the Committee
or the terms of this Plan applied by the Successor Corporation to such assumed or substituted Awards;


 


For the purposes of this
Section 14.2.1, the Award shall be considered assumed or substituted if, following a Merger/Sale, the Award confers on the holder
thereof the right to purchase or receive, for each Share underlying an Award immediately prior to the Merger/Sale, either (i) the
consideration (whether stock, cash, or other securities or property, or any combination thereof) distributed to or received by
holders of Shares in the Merger/Sale for each Share held on the effective date of the Merger/Sale (and if holders were offered
a choice or several types of consideration, the type of consideration as determined by the Committee), or (ii) regardless of the
consideration received by the holders of Shares in the Merger/Sale, solely shares or any type of Awards (or their equivalent) of
the Successor Corporation at a value to be determined by the Committee in its discretion, or a certain type of consideration (whether
stock, cash, or other securities or property, or any combination thereof) as determined by the Committee. Any of the above consideration
referred to clauses (i) and (ii) shall be subject to the same vesting and expiration terms of the Awards applying immediately prior
to the Merger/Sale, unless the Committee determines in its discretion that the consideration shall be subject to different vesting
and expiration terms, or other terms. The foregoing shall not limit the Committee's authority to determine, in its sole discretion,
that in lieu of such assumption or substitution of Awards for Awards of the Successor Corporation, such Award will be substituted
for any other type of asset or property, including as set forth in Section 14.2.2 hereunder.


 


14.2.2              
Regardless of whether or not Awards are assumed or substituted, the Committee may (but shall not be obligated to), in
its sole discretion:






    	 	- 23 -	 



     


    

14.2.2.1        
provide for the Grantee to have the right to exercise the Award in respect of Shares covered by the Award which would
otherwise be exercisable or vested, under such terms and conditions as the Committee shall determine, and the cancellation of all
unexercised and unvested Awards upon or immediately prior to the closing of the Merger/Sale, unless the Committee provides for
the Grantee to have the right to exercise the Award, or otherwise for the acceleration of vesting of such Award, as to all or part
of the Shares covered by the Award which would not otherwise be exercisable or vested, under such terms and conditions as the Committee
shall determine; and/or


 


14.2.2.2        
provide for the cancellation of each outstanding Award at or immediately prior to the closing of such Merger/Sale, and
payment to the Grantee of an amount in cash, shares of the Company, the acquiror or of a corporation or other business entity which
is a party to the Merger/Sale or other property, as determined by the Committee to be fair in the circumstances, and subject to
such terms and conditions as determined by the Committee. The Committee shall have full authority to select the method for determining
the payment (being the Black-Scholes model or any other method). The Committee’s determination may further provide that payment
shall be set to zero if the value of the Shares is determined to be less than the Exercise Price or in respect of Shares covered
by the Award which would not otherwise be exercisable or vested, or that payment may be made only in excess of the Exercise Price.


 


14.2.3              
The Committee may determine that any payments made in respect of Awards shall be made or delayed to the same extent
that payment of consideration to the holders of the Shares in connection with the Merger/Sale is made or delayed as a result of
escrows, indemnification, earn outs, holdbacks or any other contingencies; and the terms and conditions applying to the payment
made to the Grantees, including participation in escrow, indemnification, releases, earn-outs, holdbacks or any other contingencies.


 


14.2.4              
Notwithstanding the foregoing, in the event of a Merger/Sale, the Committee may determine, in its sole discretion that
upon completion of such Merger/Sale the terms of any Award be otherwise amended, modified or terminated, as the Committee shall
deem in good faith to be appropriate and without any liability to the Company or its Affiliates and to their respective its officers,
directors, employees and representatives and the respective successors and assigns of any of the foregoing in connection with the
method of treatment or chosen course of action permitted hereunder.


 


14.2.5              
Neither the authorities and powers of the Committee under this Section 14.2, nor the exercise or implementation thereof,
shall (i) be restricted or limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an
Award, and (ii) as, inter alia, being a feature of the Award upon its grant, be deemed to constitute a change or an amendment of
the rights of such holder under this Plan, nor shall any such adverse consequences (as well as any adverse tax consequences that
may result from any tax ruling or other approval or determination of any relevant tax authority) be deemed to constitute a change
or an amendment of the rights of such holder under this Plan, and may be effected without consent of any Grantee and without any
liability to the Company or its Affiliates and to their respective its officers, directors, employees and representatives and the
respective successors and assigns of any of the foregoing. The Committee need not take the same action with respect to all Awards
or with respect to all Service Providers. The Committee may take different actions with respect to the vested and unvested portions
of an Award. The Committee may determine an amount or type of consideration to be received or distributed in a Merger/Sale which
may differ as among the Grantees, and as between the Grantees and any other holders of shares of the Company.






    	 	- 24 -	 



     


    

14.2.6              
The Committee’s determinations pursuant to this Section ‎14
shall be conclusive and binding on all Grantees.


 


14.2.7              
If determined by the Committee, the Grantees shall be subject to the definitive agreement(s) in connection with the
Merger/Sale as applying to holders of Shares including, such terms, conditions, representations, undertakings, liabilities, limitations,
releases, indemnities, participating in transaction expenses and escrow arrangement, in each case as determined by the Committee.
Each Grantee shall execute such separate agreement(s) or instruments as may be requested by the Company, the Successor Corporation
or the acquiror in connection with such in such Merger/Sale and in the form required by them. The execution of such separate agreement(s)
may be a condition to the receipt of assumed or substituted Awards, payment in lieu of the Award or the exercise of any Award.


 


14.3                 
Reservation of Rights. Except as expressly provided in this Section ‎14
(if any), the Grantee of an Award hereunder shall have no rights by reason of any Recapitalization of shares of any class, any
increase or decrease in the number of shares of any class, any dissolution, liquidation, reorganization (which may include a combination
or exchange of shares, spin-off or other corporate divestiture or division, or other similar occurrences), Merger/Sale. Any issue
by the Company of shares of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number, type or price of shares subject to an Award. The grant of an Award
pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all
or part of its business or assets or engage in any similar transactions.


 


		15.	NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY.



 


15.1                 
All Awards granted under this Plan by their terms shall not be transferable otherwise than by will or by the laws of
descent and distribution, unless otherwise determined by the Committee or under this Plan, provided that with respect to Shares
issued upon exercise or (if applicable) the vesting of Awards the restrictions on transfer shall be the restrictions referred to
in Section 16 (Conditions upon Issuance of Shares) hereof. Subject to the above provisions, the terms of such Award, this Plan
and any applicable Award Agreement shall be binding upon the beneficiaries, executors, administrators, heirs and successors of
such Grantee. Awards may be exercised or otherwise realized, during the lifetime of the Grantee, only by the Grantee or by his
guardian or legal representative, to the extent provided for herein. Any transfer of an Award not permitted hereunder (including
transfers pursuant to any decree of divorce, dissolution or separate maintenance, any property settlement, any separation agreement
or any other agreement with a spouse) and any grant of any interest in any Award to, or creation in any way of any direct or indirect
interest in any Award by, any party other than the Grantee shall be null and void and shall not confer upon any party or person,
other than the Grantee, any rights. Notwithstanding the foregoing, upon the request of the Grantee and subject to Applicable Law
the Committee, at its sole discretion, may permit the Grantee to transfer the Award to a trust whose beneficiaries are the Grantee
and/or the Grantee’s immediate family members (all or several of them).


 


15.2                 
As long as the Shares are held by the Trustee in favor of the Grantee, all rights possessed by the Grantee over the
Shares are personal, and may not be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.


 


15.3                 
The provisions of this Section ‎15 shall apply
to the Grantee and to any purchaser, assignee or transferee of any Shares.



    	 	- 25 -	 



     


    




		16.	CONDITIONS UPON ISSUANCE OF SHARES; GOVERNING PROVISIONS.



 


16.1                 
Legal Compliance. The grant of Awards and the issuance or Shares upon exercise or settlement of Awards shall
be subject to compliance with all Applicable Laws as determined by the Company, including, applicable requirements of federal,
state and foreign law with respect to such securities. The Company shall have no obligations to issue Shares pursuant to the exercise
or settlement of an Award and Awards may not be exercised or settled, if the issuance of Shares upon exercise or settlement would
constitute a violation of any Applicable Laws as determined by the Company, including, applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed.
In addition, no Award may be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise
or settlement of the Award be in effect with respect to the shares issuable upon exercise of the Award, or (ii) in the opinion
of legal counsel to the Company, the shares issuable upon exercise of the Award may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, if any, deemed by the Company to be necessary to the lawful issuance and sale of
any Shares hereunder, and the inability to issue Shares hereunder due to non-compliance with any Company policies with respect
to the sale of Shares, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority or compliance shall not have been obtained or achieved. As a condition to the exercise of an Award,
the Company may require the person exercising such Award to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any Applicable Law or regulation and to make any representation or warranty with respect thereto as may
be requested by the Company, including to represent and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such Shares, all in form and content specified by the
Company.


 


16.2                 
Provisions Governing Shares. Shares issued pursuant to an Award shall be subject to the Articles of Association
of the Company, any limitation, restriction or obligation included in any shareholders agreement applicable to all or substantially
all of the holders of shares (regardless of whether or not the Grantee is a formal party to such shareholders agreement), any other
governing documents of the Company, 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 (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 in order to ensure compliance with Applicable Laws. Each Grantee shall
execute such separate agreement(s) as may be requested by the Company relating to matters set forth in this Section ‎16.2.
The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Award.


 


16.3                 
Forced Sale. In the event the that Board approves a Merger/Sale effected by way of a forced or compulsory sale
(whether pursuant to the Company’s Articles of Association or pursuant to Section 341 of the Companies Law), then, without
derogating from such provisions and in addition thereto, the Grantee shall be obligated, and shall be deemed to have agreed to
the offer to effect the Merger/Sale on the terms approved by the Board (and the Shares held by or for the benefit of the Grantee
shall be included in the shares of the Company approving the terms of such Merger/Sale for the purpose of satisfying the required
majority), and shall sell all of the Shares held by or for the benefit of the Grantee on the terms and conditions applying to the
holders of Shares, in accordance with the instructions then issued by the Board, whose determination shall be final. No Grantee
shall contest, bring any claims or demands, or exercise any appraisal rights related to any of the foregoing. The proxy pursuant
to Section ‎6.10 includes an authorization of the holder
of such proxy to sign, by and on behalf of any Grantee, such documents and agreements as are required to affect the sale of Shares
in connection with such Merger/Sale.



    	 	- 26 -	 



     


    




		17.	MARKET STAND-OFF



 


17.1                 
In connection with any underwritten public offering of equity securities of the Company pursuant to an effective registration
statement filed under the Securities Act or equivalent law in another jurisdiction, the Grantee shall not directly or indirectly,
without the prior written consent of the Company or its underwriters, (i) lend, offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any Shares or other Awards, any securities of the Company (whether or
not such Shares were acquired under this Plan), or any securities convertible into or exercisable or exchangeable (directly or
indirectly) for Shares or securities of the Company and any other shares or securities issued or distributed in respect thereto
or in substitution thereof (collectively, “Securities”), or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction
described in clauses (i) or (ii) is to be settled by delivery of Securities, in cash or otherwise. The foregoing provisions of
this Section ‎17.1 shall not apply to the sale of
any shares to an underwriter pursuant to an underwriting agreement. Such restrictions (the “Market Stand-Off”) shall
be in effect for such period of time (the “Market Stand-Off Period”): (A) following the first public filing of the
registration statement relating to the underwritten public offering until the extirpation of 180 days following the effective date
of such registration statement relating to the Company’s initial public offering or 90 days following the effective date
of such registration statement relating to any other public offering, in each case, provided, however, that if (1) during the last
17 days of the initial Market Stand-Off Period, the Company releases earnings results or announces material news or a material
event or (2) prior to the expiration of the initial Market Stand-Off Period, the Company announces that it will release earnings
results during the 15-day period following the last day of the initial Market Stand-Off Period, then in each case the Market Stand-Off
Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings
results or the announcement of the material news or material event; or (B) such other period as shall be requested by the Company
or the underwriters. Notwithstanding anything herein to the contrary, if the underwriter(s) and the Company agree on a termination
date of the Market Stand-Off Period in the event of failure to consummation a certain public offering, then such termination shall
apply also to the Market Stand-Off Period hereunder with respect to that particular public offering.


 


17.2                 
In the event of a subdivision of the outstanding share capital of the Company, the distribution of any securities (whether
or not of the Company), whether as bonus shares or otherwise, and whether as dividend or otherwise, a recapitalization, a reorganization
(which may include a combination or exchange of shares or a similar transaction affecting the Company’s outstanding securities
without receipt of consideration), a consolidation, a spin-off or other corporate divestiture or division, a reclassification or
other similar occurrence, 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, or into which such Shares thereby become convertible, shall immediately
be subject to the Market Stand-Off.






    	 	- 27 -	 



     


    

17.3                 
In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares
acquired under this Plan until the end of the applicable Market Stand-Off period.


 


17.4                 
The underwriters in connection with a registration statement so filed are intended third party beneficiaries of this
Section 17 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each
Grantee shall execute such separate agreement(s) as may be requested by the Company or the underwriters in connection with such
registration statement and in the form required by them, relating to Market Stand-Off (which need not be identical to the provisions
of this Section 17, and may include such additional provisions and restrictions as the underwriters deem advisable) or that are
necessary to give further effect thereto. The execution of such separate agreement(s) may be a condition by the Company to the
exercise of any Award.


 


17.5                 
Without derogating from the above provisions of this Section 17 or elsewhere in this Plan, the provisions of this Section
17 shall apply to the Grantee and the Grantee’s heirs, legal representatives, successors, assigns, and to any purchaser,
assignee or transferee of any Awards or Shares.


 


		18.	AGREEMENT REGARDING TAXES; DISCLAIMER.



 


18.1                 
If the Committee shall so require, as a condition of exercise of an Award, the release of Shares by the Trustee or the
expiration of the Restricted Period, a Grantee shall agree that, no later than the date of such occurrence, the Grantee will pay
to the Company (or the Trustee, as applicable) or make arrangements satisfactory to the Committee 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.


 


18.2                 
TAX LIABILITY. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR
THE EXERCISE THEREOF, THE SALE OR DISPOSITION OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) THE VESTING
OF ANY AWARD, THE ASSUMPTION, SUBSTITUTION, CANCELLATION OR PAYMENT IN LIEU OF 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 GRANTEE OR THE COMPANY IN CONNECTION THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE GRANTEE, AND THE GRANTEE SHALL INDEMNIFY
THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES 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 GRANTEE 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.


 


18.3                 
NO TAX ADVISE. THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING,
EXERCISING OR DISPOSING OF AWARDS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS,
WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE GRANTEE.


 


18.4                 
TAX TREATMENT. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY
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 AWARD
IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE AWARD WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR
TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY TYPE OF AWARDS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION
OR 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 THE AWARD WITH THE REQUIREMENT OF ANY PARTICULAR TAX TREATMENT AND
NO INDICATION IN ANY DOCUMENT TO THE EFFECT THE ANY AWARD IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING.
NO ASSURANCE IS MADE BY THE COMPANY OR ANY OF ITS AFFILIATES THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE
TO EXIST OR THAT THE AWARD WOULD QUALIFY AT THE TIME OF EXERCISE OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE
COMPANY AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT AN AWARD DOES NOT QUALIFY
FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY COULD HAVE OR SHOULD 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 GRANTEE. THE COMPANY DOES
NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITIES,
INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT. IF THE
AWARDS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE GRANTEE.






    	 	- 28 -	 



     


    

18.5                 
The Company or any Subsidiary or 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 any
Subsidiary or Affiliate is required by any Applicable Law to withhold in connection with any Awards (collectively, “Withholding
Obligations”). Such actions may include (i) requiring a Grantees 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
Award or the exercise or (if applicable) the vesting thereof; (ii) subject to Applicable Law, allowing the Grantees to provide
Shares to the Company, in an amount that at such time, reflects a value that the Committee determines to be sufficient to satisfy
such Withholding Obligations; (iii) withholding Shares otherwise issuable upon the exercise of an Award at a value which is determined
by the Committee 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 Award by or on behalf of a Grantee until all tax consequences arising from
the exercise of such Award are resolved in a manner acceptable to the Company.


 


18.6                 
Each Grantee shall notify the Company in writing promptly and in any event within ten (10) days after the date on which
such Grantee first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating
in any manner to the Awards granted or received hereunder or Shares issued thereunder and shall continuously inform the 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 Grantee 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.


 


18.7                 
With respect to 102 Non-Trustee Options, if the Grantee ceases to be employed by the Company or any Affiliate, the Grantee
shall extend to the Company and/or its Affiliate with whom the Grantee is employed a security or guarantee for the payment of taxes
due at the time of sale of Shares, all in accordance with the provisions of Section 102 of the Ordinance and the Rules.






    	 	- 29 -	 



     


    

18.8                 
For the purpose hereof “tax(es)” means (a) all federal, state, local or foreign taxes, charges, fees, imposts,
levies or other assessments, including all income, capital gains, transfer, withholding, payroll, employment, social security,
national security, health tax, wealth surtax, stamp, registration and estimated taxes, customs duties, fees, assessments and charges
of any similar kind whatsoever (including under Section 280G of the Code), (b) all interest, indexation differentials, penalties,
fines, additions to tax or additional amounts imposed by any taxing authority in connection with any item described in clause (a),
(c) any transferee or successor liability in respect of any items described in clauses (a) or (b) payable by reason of contract,
assumption, transferee liability, successor liability, operation of Applicable Law, or as a result of any express or implied obligation
to assume Taxes or to indemnify any other person, and (d) any liability for the payment of any amounts of the type described in
clause (a) or (b) payable as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for
any taxable period, including under U.S. Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof of any
analogous or similar provision under Law) or otherwise.


 


		19.	RIGHTS AS A SHAREHOLDER; VOTING AND DIVIDENDS.



 


19.1                 
Subject to Section ‎11.4, a Grantee shall have
no rights as a shareholder of the Company with respect to any Shares covered by an Award until the Grantee shall have exercised
the Award, paid the Exercise Price therefor and becomes the record holder of the subject Shares. In the case of 102 Awards or 3(9)
Awards (if such Awards are being held by a Trustee), the Trustee shall have no rights as a shareholder of the Company with respect
to the Shares covered by such Award until the Trustee becomes the record holder for such Shares for the Grantee’s benefit,
and the Grantee shall not be deemed to be a shareholder and shall have no rights as a shareholder of the Company with respect to
the Shares covered by the Award until the date of the release of such Shares from the Trustee to the Grantee and the transfer of
record ownership of such Shares to the Grantee (provided however that the Grantee shall be entitled to receive from the Trustee
any cash dividend or distribution made on account of the Shares held by the Trustee for such Grantee’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 Grantee
or Trustee (as applicable) becomes the record holder of the Shares covered by an Award, except as provided in Section 14 hereof.


 


19.2                 
With respect to all Awards issued in the form of Shares hereunder or upon the exercise or (if applicable) the vesting
of Awards hereunder, any and all voting rights attached to such Shares shall be subject to Section 6.9, and the Grantee shall be
entitled to receive dividends distributed with respect to such Shares, subject to the provisions of the Company’s Articles
of Association, as amended from time to time, and subject to any Applicable Law.


 


19.3                 
The Company may, but shall not be obligated to, register or qualify the sale of Shares under any applicable securities
law or any other Applicable Law.


 


		20.	NO REPRESENTATION BY COMPANY.



 


By granting the Awards, the Company is not, and shall
not be deemed as, making any representation or warranties to the Grantee regarding the Company, its business affairs, its prospects
or the future value of its Shares. The Company shall not be required to provide to any Grantee any information, documents or material
in connection with the Grantee’s considering an exercise of an Award. To the extent that any information, documents or materials
are provided, the Company shall have no liability with respect thereto. Any decision by a Grantee to exercise an Award shall solely
be at the risk of the Grantee.



    	 	- 30 -	 



     


    




		21.	NO RETENTION RIGHTS.



 


Nothing in this Plan, any Award Agreement or in any
Award granted or agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of, or
be in the service of the Company or any Subsidiary or Affiliate thereof as a Service Provider or to be entitled to any remuneration
or benefits not set forth in this Plan or such agreement, or to interfere with or limit in any way the right of the Company or
any such Subsidiary or Affiliate to terminate such Grantee's employment or service (including, any right of the Company or any
of its Affiliates to immediately cease the Grantee’s employment or service or to shorten all or part of the notice period,
regardless of whether notice of termination was given by the Company or its Affiliates or by the Grantee). Awards granted under
this Plan shall not be affected by any change in duties or position of a Grantee, subject to Sections ‎6.6
through ‎6.8. No Grantee shall be entitled to claim and the
Grantee hereby waives any claim against the Company or any Subsidiary or Affiliate that he or she was prevented from continuing
to vest Awards as of the date of termination of his or her employment with, or services to, the Company or any Subsidiary or Affiliate.
No Grantee shall be entitled to any compensation in respect of the Awards which would have vested had such Grantee’s employment
or engagement with the Company (or any Subsidiary or Affiliate) not been terminated.


 


		22.	PERIOD DURING WHICH AWARDS MAY BE GRANTED.



 


Awards may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the Effective Date, which period may be extended from time to time by the Board.
From and after such date (as extended) no grants of Awards may be made and this Plan shall continue to be in full force and effect
with respect to Awards or Shares issued thereunder that remain outstanding.


 


		23.	AMENDMENT OF THIS PLAN.



 


23.1                 
The Board at any time and from time to time may suspend, terminate, modify or amend this Plan, whether retroactively
or prospectively. Any amendment effected in accordance with this Section shall be binding upon all Grantees and all Awards, whether
granted prior to or after the date of such amendment, and without the need to obtain the consent of any Grantee. No termination
or amendment of this Plan shall affect any then outstanding Award unless expressly provided by the Board.


 


23.2                 
Subject to changes in Applicable Law that would permit otherwise, without the approval of the Company’s shareholders,
there shall be (i) no increase in the maximum aggregate number of Shares that may be issued under this Plan as Incentive Stock
Options (except by operation of the provisions of Section ‎14.1),
(ii) no change in the class of persons eligible to receive Incentive Stock Options, and (iii) no other amendment of this Plan that
would require approval of the Company’s shareholders under any Applicable Law. Unless not permitted by Applicable Law, if
the grant of an Award is subject to approval by shareholders, the date of grant of the Award shall be determined as if the Award
had not been subject to such approval. Failure to obtain approval by the shareholders shall not in any way derogate from the valid
and binding effect of any grant of an Award, which is not an Incentive Stock Option. Upon approval of an amendment to this Plan
by the shareholders of the Company as set forth above, all Incentive Stock Options granted under this Plan on or after such amendment
shall be fully effective as if the shareholders of the Company had approved the amendment on the same date.


 


		24.	APPROVAL.







    	 	- 31 -	 



     


    

24.1                 
This Plan shall take effect upon its adoption by the Board (the “Effective Date”).


 


24.2                 
Solely with respect to grants of Incentive Stock Options, this Plan shall also be subject to shareholders’ approval,
within one year of the Effective Date, by the required majority (however, if the grant of an Award is subject to approval by shareholders,
the date of grant of the Award shall be determined as if the Award had not been subject to such approval). Failure to obtain approval
by the shareholders shall not in any way derogate from the valid and binding effect of any grant of an Award, which is not an Incentive
Stock Option. Upon approval of this Plan by the shareholders of the Company as set forth above, all Incentive Stock Options granted
under this Plan on or after the Effective Date shall be fully effective as if the shareholders of the Company had approved this
Plan on the Effective Date.


 


24.3                 
102 Awards are conditional upon the filing with or approval by the ITA, if required, as set forth in Section ‎9.4‎9.
Failure to so file or obtain such approval shall not in any way derogate from the valid and binding effect of any grant of an Award,
which is not an 102 Award.


 


		25.	RULES PARTICULAR TO SPECIFIC COUNTRIES; SECTION 409A.



 


25.1                 
Notwithstanding anything herein to the contrary, the terms and conditions of this Plan may be supplemented or amended
with respect to a particular country or tax regime by means of an appendix to this Plan, and to the extent that the terms and conditions
set forth in any appendix conflict with any provisions of this Plan, the provisions of such appendix shall govern. Terms and conditions
set forth in such appendix shall apply only to Awards granted to Grantees under the jurisdiction of the specific country or such
other tax regime that is the subject of such appendix and shall not apply to Awards issued to a Grantee not under the jurisdiction
of such country or such other tax regime. The adoption of any such appendix shall be subject to the approval of the Board or the
Committee, and if determined by the Committee to be required in connection with the application of certain tax treatment, pursuant
to applicable stock exchange rules or regulations or otherwise, then also the approval of the shareholders of the Company at the
required majority.


 


25.2                 
The Company intends that this Plan comply with Section 409A of the Code, including any amendments or replacements
of such section, and this Plan shall be so construed. To the extent applicable, this Plan and any agreement hereunder shall be
interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, in the event
that, following the Effective Date, the Board determines that any Award may be subject to Section 409A of the Code, the Board may
adopt such amendments to this Plan and such agreement or adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (a) exempt
the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the
Award or (b) comply with the requirements of Section 409A of the Code.


 


		26.	GOVERNING LAW; JURISDICTION.



 


This Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of Israel, except with respect to matters that are subject to
tax laws, regulations and rules of any specific jurisdiction, which shall be governed by the respective laws, regulations and rules
of such jurisdiction. Certain definitions, which refer to laws other than the laws of such jurisdiction, shall be construed in
accordance with such other laws. The competent courts located in Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction over
any dispute arising out of or in connection with this Plan and any Award granted hereunder. By signing any Award Agreement or any
other agreement relating to an Award, each Grantee irrevocably submits to such exclusive jurisdiction.



    	 	- 32 -	 



     


    




		27.	NON-EXCLUSIVITY OF THIS PLAN.



 


The adoption of this Plan shall not be construed as
creating any limitations on the power or authority of the Company to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Company may deem necessary or desirable or preclude or limit the continuation of any other
plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group
of employees, which the Company or any Affiliate now has lawfully put into effect, including any retirement, pension, savings and
stock purchase plan, insurance, death and disability benefits and executive short-term or long-term incentive plans.


 


		28.	MISCELLANEOUS.



 


28.1                 
Survival. The Grantee shall be bound by and the Shares issued upon exercise or (if applicable) the vesting of
any Awards granted hereunder shall remain subject to this Plan after the exercise or (if applicable) the vesting of Awards, in
accordance with the terms of this Plan, whether or not the Grantee is then or at any time thereafter employed or engaged by the
Company or any of its Affiliates.


 


28.2                 
Additional Terms. Each Award awarded under this Plan may contain such other terms and conditions not inconsistent
with this Plan as may be determined by the Committee, in its sole discretion.


 


28.3                 
Fractional Shares. No fractional Share shall be issuable upon exercise or vesting of any Award and the number
of Shares to be issued shall be rounded down to the nearest whole Share, with in any Share remaining at the last vesting date due
to such rounding to be issued upon exercise at such last vesting date.


 


28.4                 
Severability. If any provision of this Plan, any Award Agreement or any other agreement entered into in connection
with an Award shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable
in any other jurisdiction. In addition, if any particular provision contained in this Plan, any Award Agreement or any other agreement
entered into in connection with an Award shall for any reason be held to be excessively broad as to duration, geographic scope,
activity or subject, it shall be construed by limiting and reducing such provision as to such characteristic so that the provision
is enforceable to fullest extent compatible with Applicable Law as it shall then appear.


 


28.5                 
Captions and Titles. The use of captions and titles in this Plan or any Award Agreement or any other agreement
entered into in connection with an Award is for the convenience of reference only and shall not affect the meaning or interpretation
of any provision of this Plan or such agreement.


 


*          *          *


 


 


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