Exhibit 10.10


 


BLUE SPHERE CORPORATION


 


GLOBAL SHARE AND OPTIONS INCENTIVE ENHANCEMENT PLAN (2014)


 


1. NAME AND PURPOSE.


 


1.1 This plan, which has been adopted by the Board of Directors
of the Company, Blue Sphere Corporation, as amended from time to time, shall be known as the Blue Sphere Corp. Global Share Incentive
Plan (2014) (the “Plan”). The Plan supersedes and replaces in its entirety the Blue Sphere Corp. Global Share Incentive
Plan (2010) (the “Original Plan”), which is hereby terminated and of no further force or effect.


 


1.2 The purposes of the Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentive to Service Providers of the Company
and its affiliates and subsidiaries, if any, and to promote the Company's business by providing such individuals with opportunities
to receive Awards pursuant to the Plan and to strengthen the sense of common interest between such individuals and the Company's
Stockholders.


 


1.3 Awards granted under the Plan to Service Providers in various
jurisdictions may be subject to specific terms and conditions for such grants. Such terms and conditions may be set forth in one
or more separate appendices to the Plan, as may be approved by the Board of Directors of the Company from time to time.


 


2. DEFINITIONS


 


“Administrator” shall mean the Board of Directors or
a Committee.


 


“Appendix” shall mean any appendix to the Plan adopted
by the Board of Directors containing country-specific or other special terms relating to Awards including additional terms with
respect to grants of restricted stock and other equity-based Awards.


 


“Award” shall mean a grant of Options, allotment of
Shares or other equity-based award hereunder. All Awards shall be confirmed by an Award Agreement and subject to the terms and
conditions of such Award Agreement.


 


“Award Agreement” shall mean a written instrument setting
forth the terms applicable to a particular Award.


 


“Board of Directors” shall mean the board of directors
of the Company.


 




    	 



    	 



    

 


“Cause” shall have the meaning ascribed to such term
or a similar term as set forth in the Participant’s employment agreement or the agreement governing the provision of services
by a non-employee Service Provider, or, in the absence of such a definition: (i) conviction (or plea of nolo contendere) of any
felony or crime involving moral turpitude or affecting the Company; (ii) repeated and unreasonable refusal to carry out a reasonable
and lawful directive of the Company or of Participant’s supervisor which involves the business of the Company or its affiliates
and was capable of being lawfully performed; (iii) fraud or embezzlement of funds of the Company or its affiliates; (iv) any breach
by a director of his / her fiduciary duties or duties of care towards the Company; and (v) any disclosure of confidential information
of the Company or breach of any obligation not to compete with the Company or not to violate a restrictive covenant.


 


“Committee” shall mean a compensation committee or other
committee as may be appointed and maintained by the Board of Directors, in its discretion, to administer the Plan, to the extent
permissible under applicable law, as amended from time to time.


 


“Company” shall mean Blue Sphere Corporation, a Nevada
corporation and its successors and assigns.


 


“Consultant” means any entity or individual who (either
directly or, in the case of an individual, through his or her employer) is an advisor or consultant to the Company or its subsidiary
or affiliate.


 


“Corporate Charter” shall mean the articles of incorporation
and by-laws of the Company and any subsequent amendments or replacements thereto.


 


“Disability” shall have the meaning ascribed to such
term or a similar term in the Participant's employment agreement (where applicable), or in the absence of such a definition, the
inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of
the Participant’s position with the Company because of the sickness or injury of the Participant for a consecutive period
of 90 days.


 


“Fair Market Value” shall mean, as of any date, the
value of Shares, determined as follows:


(i) If the Shares are listed on any established stock exchange or
traded on the Nasdaq National Market or the Nasdaq Small Cap Market, the over-the-counter (“OTC”) Bulletin Board or
any other OTC market (including pink sheets), the Fair Market Value of a Share of common stock of the Company shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange
or market with the greatest volume of trading in the common stock) on the last market trading day prior to the day of determination,
as reported in the Wall Street Journal or such other source as the Board deems reliable.


(ii) In the absence of such markets for the Shares, the Fair Market
Value shall be determined in good faith by the Board.


 


“IPO” shall mean an initial offering of the Company’s
Shares to the public in an underwritten offering under an applicable registration statement.


 


“Options” shall mean options to purchase Shares awarded
under the Plan.


 




    	 



    	 



    

 


“Participant” shall mean a recipient of an Award hereunder
who executes an Award Agreement.


 


“Restricted Stock” means an Award of Shares under this
Plan that is subject to the terms and conditions of Section 7.


 


“Service Provider” shall mean an employee, director,
office holder or Consultant of the Company or its subsidiary or affiliate.


 


“Shares” shall mean shares of common stock, par value
US$ 0.0001 per share, of the Company.


 


“Transaction” shall have the meaning set forth in Section
10.2.


 


3. ADMINISTRATION OF THE PLAN.


 


3.1 The Plan will be administered by the Administrator. If the Administrator
is a Committee, such Committee will consist of such number of members of the board of directors of the Company (not less than two
in number), as may be determined from time to time by the Board of Directors. The Board of Directors shall appoint such 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.


 


3.2 The Committee, if appointed, shall select one of its members
as its Chairman and shall hold its meetings at such times and places as it shall determine. Actions at a meeting of the Committee
at which a majority of its members are present or acts approved in writing by all members of the Committee shall be the valid acts
of the Committee. The Committee shall appoint a secretary, who shall keep records of its meetings and shall make such rules and
regulations for the conduct of its business and the implementation of the Plan, as it shall deem advisable, subject to the directives
of the Board of Directors and in accordance with applicable law.


 


3.3 Subject to the general terms and conditions of the Plan, and
in particular Section 3.4 below, the Administrator shall have full authority in its discretion, from time to time and at any time,
to determine (i) eligible Participants, (ii) the number of Options or Shares to be covered by each Award, (iii) the time or times
at which the Award shall be granted, (iv) the vesting schedule and other terms and conditions applying to Awards, (v) the form(s)
of written agreements applying to Awards, and (vi) any other matter which is necessary or desirable for, or incidental to, the
administration of the Plan and the granting of Awards. The Board of Directors may, in its sole discretion, delegate some or all
of the powers listed above to the Committee, to the extent permitted by applicable law, its Corporate Charter or other applicable
law, rules and regulations.


 




    	 



    	 



    

 


3.4 No member of the Board of Directors or of the Committee shall
be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder. Subject to
the Company’s decision and to all approvals legally required, each member of the Board or the Committee shall be indemnified
and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him or her, or any
liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission
to act in connection with the Plan unless arising out of such member’s own willful misconduct or bad faith, to the fullest
extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the member may have
as a director or otherwise under the Company’s Corporate Charter, any agreement, any vote of stockholders or disinterested
directors, insurance policy or otherwise.


 


3.5 The interpretation and construction by the Administrator of
any provision of the Plan or of any Option hereunder shall be final and conclusive. In the event that the Board appoints a Committee,
the interpretation and construction by the Committee of any provision of the Plan or of any Option hereunder shall be conclusive
unless otherwise determined by the Board of Directors. To avoid doubt, the Board of Directors may at any time exercise any powers
of the Administrator, notwithstanding the fact that a Committee has been appointed.


 


3.6 The Administrator shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of
its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to
time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration of the Plan. The Administrator may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent
it shall deem necessary to effectuate the purpose and intent of the Plan. Notwithstanding the foregoing, no action of the Administrator


under this Section 3.6 not otherwise provided for herein or in an
Award Agreement shall reduce the vested rights of any Participant without the Participant’s consent.


 


3.7 Without limiting the generality of the foregoing, the Administrator
may adopt special appendices and/or guidelines and provisions for persons who are residing in or employed in, or subject to, the
taxes of, any domestic or foreign jurisdictions, to comply with applicable laws, regulations, or accounting, listing or other rules
with respect to such domestic or foreign jurisdictions.


 


3.8 The Administrator shall have the right and power to cancel any
award of Shares of Options under the Original Plan and re-issue them under this Plan, provided that the relevant Participant consents
in writing thereto. In such case, the Administrator will retroactively re-issue such Shares and Options so that the relevant participant
may keep the same share certificates representing its Shares.


 




    	 



    	 



    

 


4. ELIGIBLE PARTICIPANTS.


 


4.1 No Award may be granted pursuant to the Plan to any person serving
as a member of the Committee or to any other Director of the Company at the time of the grant, unless such grant is approved in
the manner prescribed for the approval of compensation of directors under applicable law.


 


4.2 Subject to the limitation set forth in Section 4.1 above and
any restriction imposed by applicable law, Awards may be granted to any Service Provider of the Company, whether or not a director
of the Company or its affiliates. The grant of an Award to a Participant hereunder shall neither entitle such Participant to receive
an additional Award or participate in other incentive plans of the Company, nor disqualify such Participant from receiving any
additional Award or participating in other incentive plans of the Company.


 


5. RESERVED SHARES.


 


The Company may determine the number of Shares to be reserved hereunder
from time to time, and such number may be increased or decreased by the Company from time to time. Any Shares under the Plan, in
respect of which the right hereunder of a Participant to purchase the same shall for any reason terminate, expire or otherwise
cease to exist, shall again be available for grant as Awards under the Plan. Any Shares that remain unissued and are not subject
to Awards at the termination of the Plan shall cease to be reserved for purposes of the Plan. Until termination of the Plan, the
Company may at all times reserve a sufficient number of Shares to meet the requirements of the Plan.


 


6. AWARD AGREEMENT.


 


6.1 The Board of Directors in its discretion may award to Participants
Awards available under the Plan. The terms of the Award will be set forth in the Award Agreement. The date of grant of each Award
shall be the date specified by the Board of Directors at the time such award is made, or in the absence of such specification,
the date of approval of the award by the Board of Directors.


 


6.2 The Award Agreement shall state, inter alia, the number of Options
or Shares or equity-based units covered thereby, the type of Option or Share-based or other grant awarded, any special terms applying
to such Award (if any), including the terms of any country-specific or other applicable Appendix, as determined by the Board of
Directors.


 


7. RESTRICTED STOCK AND OTHER EQUITY-BASED AWARDS.


 


7.1 Eligibility. Restricted Stock may be issued to all Participants
either alone or in addition to other Awards granted under the Plan. The Administrator shall determine the eligible Participants
to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the purchase
price (if any) to be paid by the Participant (subject to Section 7.2), the time or times at which such Awards may be subject to
forfeiture (if any), the vesting schedule (if any) and rights to acceleration thereof, and all other terms and conditions of the
Awards. The Administrator may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets
or such other factors as the Administrator may determine, in its sole discretion. Unless otherwise determined by the Administrator,
the Participant shall not be permitted to sell or transfer shares of Restricted Stock awarded under this Plan during a period set
by the Administrator (if any) (the “Restriction Period”) commencing with the date of such Award, as set forth in the
applicable Award agreement.


 




    	 



    	 



    

 


7.2 Terms. A Participant selected to receive Restricted Stock shall
not have any rights with respect to such Award, unless and until such Participant has delivered a fully executed copy of the Award
Agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions of such Award.
The purchase price of Restricted Stock shall be determined by the Administrator, but shall not be less than as permitted under
applicable law. If applicable, Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as
the Administrator may specify at grant) after the grant date by executing an Award Agreement and by paying whatever price (if any)
the Administrator has designated thereunder.


Unless determined otherwise by the Board of Directors and provided
accordingly in the applicable Award Agreement, the Awards shall vest on a quarterly basis over a 2 year period, in eight equal
installments, subject to the Participant’s continuous service.


 


7.3 Legend. Each Participant receiving Restricted Stock shall be
issued a share certificate in respect of such shares of Restricted Stock, unless the Administrator elects to use another system,
such as book entries by the transfer agent, as evidencing ownership of Restricted Stock. Such certificate shall be registered in
the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Award in such form and substance as shall be determined by the Company in its sole discretion.


 


7.4 Custody. The Administrator may require that any share certificates
evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition
of any Restricted Stock Award, the Participant shall have delivered a duly signed share transfer deed, endorsed in blank, relating
to the Shares covered by such Award.


 


7.5 Rights as Stockholder. Except as provided in this Section and
Section 7.4 above and as otherwise determined by the Administrator and set forth in the Award Agreement, the Participant shall
have, with respect to the shares of Restricted Stock, all of the rights of a holder of Shares including, without limitation, the
right to receive any dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of
Restricted Stock, the right to tender such shares. Notwithstanding the foregoing, the payment of dividends shall be deferred until,
and conditioned upon, the expiration of the applicable Restriction Period, unless the Administrator, in its sole discretion, specifies
otherwise at the time of the Award.


 


7.6 Lapse of Restrictions. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock subject to such Restriction Period, the certificates for such shares shall be
delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant except
as otherwise required by applicable law. Notwithstanding the foregoing, actual certificates shall not be issued to the extent that
book entry recordkeeping is used.


 




    	 



    	 



    

 


7.7 Other Equity-Based Awards. Other equity-based awards (including,
without limitation, restricted stock units and performance share awards) may be granted either alone or in addition to or other
Awards granted under the Plan to all eligible Participants pursuant to such terms and conditions as the Administrator may determine,
including without limitation, in one or more appendix adopted by the administrator and appended to this Plan.


 


8. EXERCISE OF OPTIONS.


 


8.1 Options shall be exercisable pursuant to the terms under which
they were awarded and subject to the terms and conditions of the Plan and any applicable Appendix, as specified in the Award Agreement.


 


8.2 The exercise price for each share to be issued upon exercise
of an Option shall be such price as is determined by the Board in its discretion, provided that the price per Share is not less
than the par value of each Share. Unless otherwise determined by the Board of Directors, the exercise price of an Option shall
be the Fair Market Value of the Shares on the date of grant.


 


8.3 An Option, or any part thereof, shall be exercisable by the
Participant's signing and returning to the Company at its principal office (and to the Trustee, where applicable), a “Notice
of Exercise” in such form and substance as may be prescribed by the Board of Directors from time to time, together with full
payment for the Shares underlying such Option.


 


8.4 Each payment for Shares under an Option shall be in respect
of a whole number of Shares, shall be effected in cash or by check payable to the order of the Company, or such other method of
payment acceptable to the Company as determined by the Administrator, and shall be accompanied by a notice stating the number of
Shares being paid for thereby.


 


8.5 Until the Shares are issued (as evidenced by the appropriate
entry in the share register of the Company or of a duly authorized transfer agent of the Company) a Participant shall have no right
to vote or right to receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding
the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised.
No adjustment will be made for a dividend or other right the record date for which is prior to the date the Shares are issued,
except as provided in Section 9 of the Plan.


 




    	 



    	 



    

 


8.6 To the extent permitted by law, if the Share is traded on a
national securities exchange, The Nasdaq Share Market or quoted on a national quotation system sponsored by the National Association
of Securities Dealers or otherwise publicly traded or quoted, payment for the Shares underlying an Option may be made all or in
part 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 in payment of the exercise price (or the relevant
portion thereof, as applicable) and any withholding taxes, or on such other terms and conditions as may be acceptable to the Administrator.
No Shares shall be issued until payment has been made or provided for, as provided herein.


 


8.7 Notwithstanding anything else to the contrary herein, the Company
may allow a Participant to avail itself of a cashless exercise of Options in accordance with the following steps:


 


• The
Participant exercises the option to purchase a quantity of Shares.


 


• The
Participant receives the Shares and immediately sells a quantity sufficient to pay for the purchase price from the Company, transaction
costs and any tax bill associated with the transaction and transfers the proceeds from such sale to the Company to pay the applicable
purchase price.


 


• The
Participant nets any Shares or cash remaining after the sale and payment of expenses associated with the Shares’ acquisition.


 


Alternatively, the Company may allow the Participant
to use any amounts owed to it by the Company for purchase of Shares pursuant to an Award Agreement. In such case, the amount owed
by the Company to the Participant shall be reduced correspondingly.


 


9. TERMINATION OF RELATIONSHIP AS SERVICE PROVIDER.


 


9.1 Effect of Termination; Exercise after Termination. Unless otherwise
determined by the Administrator, if a Participant ceases to be a Service Provider, such Participant may exercise any outstanding
Options within such period of time as is specified in the Award Agreement or the Plan to the extent that the Options are vested
on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement).
If, on the date of termination, any Options are unvested, the Shares covered by the unvested portion of the Option shall revert
to the Plan. If, after termination, the Participant does not exercise the vested Options within the time specified in the Award
Agreement or the Plan, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.


 


In the absence of a provision specifying otherwise in the relevant
Award Agreement, then:


 


(a) in the event that the Participant ceases to be a Service Provider
for any reason other than termination for Cause or as a result of the Participant’s death or Disability: (i) the vested Options
shall remain exercisable until the earlier of: (i) a period of three (3) months from the Date of Termination; or (ii) expiration
of the term of the Option as set forth in Section 13;


 




    	 



    	 



    

 


(b) in the event that the Participant ceases to be a Service Provider
as a result of termination without cause or constructive termination, then any and all unvested Shares and/or Options shall vest
immediately and the Company shall use its best efforts to cause such Shares and/or options to be delivered to the Participant as
promptly as possible; in the case of options, it is agreed and acknowledged that a letter stating the number of options, terms
of exercise and any other material details shall be sufficient delivery.


 


(c) in the event that the Participant ceases to be a Service Provider
for Cause, (i) all Options will terminate immediately upon the date of such termination for Cause, such that the unvested portion
of the Options will not vest, and the vested portion of the Options will no longer be exercisable; and (ii) all Restricted Stock
still subject to restriction under the applicable Restriction Period as of the Date of Termination, as set forth in the Award Agreement,
shall be forfeited.


 


9.2 Date of Termination. For purposes of the Plan and any Option
or Option Agreement, and unless otherwise set forth in the relevant Award Agreement, the “Date of Termination” (whether
for Cause or otherwise) shall be the effective date of termination of the Participant's employment or engagement as a Service Provider.


 


9.3 Leave of Absence. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence.


 


9.4 Change of Status. A Service Provider shall not cease to be considered
as such in the case of any (a) leave of absence approved by the Company, or (b) transfers between locations of the Company or between
the Company, and its parent, subsidiary, affiliate, or any successor thereof; or (c) changes in status (employee to director, employee
to consultant, etc.) provided that such change does not affect the specific terms applying to the Service Provider’s Award.


 


10. ADJUSTMENTS.


 


Upon the occurrence of any of the following described events, a
Participant's rights to purchase Shares under the Plan shall be adjusted as hereinafter provided:


 


10.1 Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been
authorized for issuance under the Plan but as to which no Options or other Award have yet been granted or which have been returned
to the Plan upon cancellation or expiration of an Option or other Award, as well as the price per Share covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a share split,
reverse share split, share dividend, combination or reclassification of the Shares, or any other increase or decrease in the number
of issued Shares effected without receipt of consideration by the Company. The conversion of any convertible securities of the
Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares subject to an Option or other Award.


 




    	 



    	 



    

 


10.2 Merger, Acquisition, or Asset Sale.


(a) In the event of (i) a merger or consolidation of the Company
with or into another corporation resulting in such other corporation being the surviving entity or the direct or indirect parent
of the Company or resulting in the Company being the surviving entity and any other person or entity owning fifty percent (50%)
or more of the outstanding voting power of the Company's securities by virtue of the transaction, (ii) an acquisition of all or
substantially all of the shares of the Company, or (iii) the sale of all or substantially all of the assets of the Company (each
such event, a “Transaction”), the unexercised or restricted portion of each outstanding Award shall be assumed or an
equivalent Award or right substituted, by the successor corporation or an affiliate of the successor corporation, as shall be determined
by such entity, subject to the subsequent sentence in this Section 10.2(a) and the remaining terms of the Plan. In the event that
the successor corporation or a parent or subsidiary of the successor corporation does not provide for such an assumption or substitution
of Options, the Administrator may determine, at its sole discretion, that all or a portion of the outstanding and unvested Options
shall become exercisable in full on a date no later than ten (10) days prior to the date of consummation of the Transaction, provided
that unless otherwise determined by the Administrator, the exercise of all Options that otherwise would not have been exercisable
in the absence of a Transaction, shall be contingent upon the actual consummation of the Transaction.


 


(b) For the purposes of this Section 10.2, an Option shall be
considered assumed or substituted if, following a Transaction, the option confers the right to purchase or receive, for each
Share subject to the Option immediately prior to the Transaction, the consideration (whether stock, cash, or other securities
or property) received in the merger or sale of assets by holders of Shares of the Company for each Share held on the
effective date of the Transaction (and if holders were offered a choice of consideration, the type of consideration
determined by the Administrator, at its sole discretion); provided, however, that if the consideration received in the
Transaction is not solely common stock or ordinary shares (or the equivalent) of the successor corporation or its direct or
indirect parent, the Administrator may, with the consent of the successor corporation, provide for the per share
consideration to be received upon the exercise of the Option to be solely common stock or ordinary shares (or the equivalent)
of the successor corporation or its direct or indirect parent equal in fair market value to the per share consideration
received by holders of Shares in the Transaction, as determined by the Administrator.


 




    	 



    	 



    

 


(c) In the event that the Board of Directors determines in good
faith that, in the context of a Transaction, certain Options have no monetary value and thus do not entitle the holders of such
Options to any consideration under the terms of the Transaction, the Board of Directors may determine that such Options shall terminate
effective as of the effective date of the Transaction.


 


(d) It is the intention that the Administrator’s authority
to make determinations, adjustments and clarifications in connection with the treatment of Awards shall be interpreted as widely
as possible, to allow the Administrator maximal power and flexibility to interpret and implement the provisions of the Plan in
the event of a Transaction, provided that the Administrator shall determine in good faith that a Participant’s rights are
not thereby adversely affected without the Participant’s express written consent. Without derogating from the generality
of the foregoing, the Administrator shall have the authority, at its sole discretion, to determine that the treatment of Options,
whether vested or unvested, in a Transaction may differ among individual Participants or groups of Participants, provided that
the overall economic impact of the different approaches determined by the Administrator shall be substantively equivalent as of
the date of the closing of the Transaction.


 


11. NON-TRANSFERABILITY OF OPTIONS AND SHARES.


 


11.1 No Option may be transferred other than by will or by the laws
of descent and distribution and during the Participant's lifetime an Option may be exercised only by such Participant.


 


11.2 Restricted Stock may not be assigned, transferred, pledged
or mortgaged, other than by will or laws of descent and distribution, prior to the date on which the date on which any applicable
restriction, performance or deferred period lapses. Shares for which full payment has not been made, may not be assigned, transferred,
pledged or mortgaged, other than by will or laws of descent and distribution. For avoidance of doubt, the foregoing shall not be
deemed to restrict the transfer of an Participant's rights in respect of Options or Shares purchasable pursuant to the exercise
thereof upon the death of such Participant to such Participant’s estate or other successors by operation of law or will,
whose rights therein shall be governed by Section 9.1(a) hereof, and as may otherwise be determined by the Administrator. Further
restrictions on the transfer of Shares are set forth below in Section 21 below.


 


12. TERM AND AMENDMENT OF THE PLAN.


 


12.1 The Plan shall expire on the date which is ten (10) years from
the date of its adoption by the Board of Directors (except as to Options outstanding on that date).


 




    	 



    	 



    

  


12.2 Notwithstanding any other provision of the Plan, the Board
(or a duly authorized Committee thereof) may at any time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement),
or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, except (x) to correct obvious drafting
errors or as otherwise required by law or (y) as specifically provided herein, the rights of a Participant with respect to Awards
granted prior to such amendment, suspension or termination, may not be reduced without the consent of such Participant. The Administrator
may amend the terms of any Award theretofore granted, prospectively or retroactively, but except (x) to correct obvious drafting
errors or as otherwise required by law or applicable accounting rules, or (y) as specifically provided herein, no such amendment
or other action by the Committee shall reduce the rights of any Participant with respect to Awards without the Participant’s
consent.


 


13. TERM OF OPTION.


 


Unless otherwise explicitly provided in an Award Agreement, if any
Option, or any part thereof, has not been exercised and the Shares covered thereby not paid for within ten (10) years after the
date on which the Option was granted, as set forth in the Award Agreement (or any other period set forth in the instrument granting
such Option pursuant to Section 6), such Option, or such part thereof, and the right to acquire such Shares shall terminate, all
interests and rights of the Participant in and to the same shall expire, and, in the event that in connection therewith any Shares
are held in trust as aforesaid, such trust shall expire.


 


14. CONTINUANCE OF ENGAGEMENT.


 


Neither the Plan nor any offer of Shares or Options to a Participant
shall impose any obligation on the Company or a related company thereof, to continue the employment or engagement of any Participant
as a Service Provider, and nothing in the Plan or in any Option granted pursuant thereto shall confer upon any Participant any
right to continue to serve as a Service Provider of the Company or a related company thereof or restrict the right of the Company
or a related company thereof to terminate such employment or engagement at any time.


 


15. GOVERNING LAW.


 


The Plan and all instruments issued thereunder or in connection
therewith, shall be governed by, and interpreted in accordance with, the laws of the State of Delaware.


 


16. APPLICATION OF FUNDS.


 


The proceeds received by the Company from the sale of Shares pursuant
to Options granted under the Plan will be used for general corporate purposes of the Company or any related company thereof.


 




    	 



    	 



    

  


17. TAXES.


 


17.1 Any tax consequences arising from the grant, or vesting or
exercise of any Award, from the payment for Shares covered thereby, or from any other event or act (of the Company, and/or its
affiliates, or the Participant), hereunder, shall be borne solely by the Participant. The Company and/or its affiliates shall withhold
taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore,
the Participant shall agree to indemnify the Company and/or its affiliates and hold them harmless against and from any and all
liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity
to withhold, or to have withheld, any such tax from any payment made to the Participant. The Company or any of its affiliates may
make such provisions and take such steps as it may deem, necessary or appropriate for the withholding of all taxes required by
law to be withheld with respect to Awards granted under the Plan and the exercise thereof, including, but not limited, to (i) deducting
the amount so required to be withheld from any other amount (or Shares issuable) then or thereafter to be provided to the Participant,
including by deducting any such amount from a Participant’s salary or other amounts payable to the Participant, to the maximum
extent permitted under law and/or (ii) requiring the Participant to pay to the Company or any of its affiliates the amount so required
to be withheld as a condition of the issuance, delivery, distribution or release of any Shares and/or (iii) by causing the exercise
and sale of any Options or Shares held by on behalf of the Participant to cover such liability, up to the amount required to satisfy
minimum statutory withholding requirements. In addition, the Participant will be required to pay any amount due in excess of the
tax withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.


 


17.2 The receipt of an Award and/or the acquisition of Shares issued
upon the exercise of the Options may result in tax consequences. The description of tax consequences set forth in the Plan or any
Appendix hereto does not purport to be complete, up to date or to take into account any special circumstances relating to a Participant.


 


17.3 THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH
RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING ANY AWARD IN LIGHT OF HIS OR HER PARTICULAR CIRCUMSTANCES.


 


18. MARKET STAND-OFF


 


If so requested by the Company or any representative of the underwriters
(the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under
the securities laws of any jurisdiction, the Participant shall not sell or otherwise transfer any Shares or other securities of
the Company during a 180-day period or such other period as may be requested in writing by the Managing Underwriter and agreed
to in writing by the Company (the “Market Standoff Period”) following the effective date of registration statement
of the Company filed under such securities laws. The Company may require the Participant to execute a form of undertaking to this
effect or impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such
Market Standoff Period.


 




    	 



    	 



    

  


19. CONDITIONS UPON ISSUANCE OF SHARES.


 


19.1 Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option or with respect to any other Award unless the exercise of such Option or grant of such Award and the issuance
and delivery of such Shares shall comply with applicable laws and shall be further subject to the approval of counsel for the Company
with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.


 


19.2 Investment Representations. As a condition to the exercise
of an Option or receipt of an Award, the Board may require the person exercising such Option or receiving such Award to represent
and warrant at the time of any such exercise or the time of receipt of the Award that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares, and make other representations as may be required under applicable
securities laws if, in the opinion of counsel for the Company, such representations are required, all in form and content specified
by the Board.


 


19.3 Legend. The Administrator may require each person
receiving Shares pursuant to an Award granted under the Plan to represent to and agree with the Company in writing that the
Participant is acquiring the shares without a view to distribution thereof and such other securities law related
representations as the Administrator shall request. In addition to any legend required by the Plan, the certificates for such
shares may include any legend, which the Administrator deems appropriate to reflect any applicable restrictions on transfer.
All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations and other requirements of any relevant securities
authority, any stock exchange upon which the Shares are then listed or any national securities association system upon whose
system the Shares are then quoted, any applicable securities law, and any applicable corporate law, and the Administrator may
cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 




    	 



    	 



    

 


20. PROXY


 


The Company, at its sole discretion, may require that as a condition
of grant of an Award or of exercise of an Option, the Participant be required to grant an irrevocable proxy to any appropriate
person designated by the Company, to vote all Shares obtained by the Participant pursuant to an Award at all general meetings of
Company, and to sign all written resolutions, waivers, consents etc. of the shareholders of the Company on behalf of the Participant,
including the right to waive on behalf of the Participant all minimum notice requirements for meetings of shareholders of the Company.
Such proxy shall remain in effect until the consummation of an IPO, and shall be irrevocable as the rights of third parties, including
investors in the Company, depend upon such proxy. The proxy shall be personal to the Participant and shall not survive the transfer
of the Participant’s Shares to a third-party transferee; provided, however, that upon a transfer of the Participant’s
Shares to such a transferee (subject to the terms and conditions of the Plan concerning any such transfer), the transferee may
be required to grant an irrevocable proxy to such appropriate person as the Company, in giving its approval to the transfer, so
requires. The proxy may be contained in the Award Agreement of each Participant or otherwise as the Committee determines. If contained
in the Award Agreement, no further document shall be required to implement such proxy, and the signature of the Participant on
the Award Agreement shall indicate approval of the proxy thereby granted. The holder of the proxy shall be indemnified and held
harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him/her, or any liability (including
any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection
with the voting of the proxy unless arising out of his/her own fraud, bad faith or gross negligence, to the extent permitted by
applicable law. Such indemnification shall be in addition to any rights of indemnification the holder of the proxy may have as
a director, officer or otherwise under the Company's Certificate of Incorporation, by laws or any agreement, any vote of shareholders
or directors, insurance policy or otherwise.


 


21. ADDITIONAL RESTRICTIONS ON TRANSFERS OF SHARES.


 


Until such time as the Shares are registered for trade to the public,
a Participant shall not be permitted to transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of in any
way (for the purposes of this Section 21, a “Transfer”) to one or more third parties pursuant to an understanding with
such third parties any Shares, except as otherwise provided in this Plan, the applicable Award Agreement or as required under applicable
law.


 


22. MISCELLANEOUS.


 


Whenever applicable in the Plan, the singular and the plural, and
the masculine, feminine and neuter shall be freely interchangeable, as the context requires. The Section headings or titles shall
not in any way control the construction of the language herein, such headings or titles having been inserted solely for the purpose
of simplified reference. Words such as “herein”, “hereof”, “hereto”, “hereinafter”,
“hereby”, and “hereinabove” when used in the Plan refer to the Plan as a whole, including any applicable
Appendices, unless otherwise required by context.