S-8

As filed with the Securities and Exchange Commission on May 30, 2023 

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BRENMILLER ENERGY LTD.

(Exact name of registrant as specified in its charter)

State of Israel	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

(Address of Principal Executive Offices)

Brenmiller Energy Ltd. The 2013 Global Incentive Option Scheme

(Full title of the plan)

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Tel: (302) 738-6680

(Name, Address and Telephone Number of Agent for Service)

Copies to:

Oded Har-Even, Esq. Eric Victorson, Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Tel: (212) 660-3000 Reut Alfiah, Adv. Gal Cohen, Adv. Sullivan & Worcester Israel (Har-Even & Co.) HaArba’a Towers - 28 HaArba’a St. North Tower, 35th Floor Tel-Aviv, Israel 6473925 Tel: +972 74-758-0480

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required in Part I of this Registration Statement have been or will be sent or given to participating employees of the Brenmiller Energy Ltd. 2013 Global Incentive Option Scheme, as amended (the “Plan”) as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). Such documents are not being filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference. 

The following documents, which have been filed or furnished by the Registrant with the Commission are incorporated by reference in and made a part of this Registration Statement, as of their respective dates:

● Our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 22, 2023;

● Our Reports of Foreign Private Issuer on Form 6-K submitted on March 23, 2023; March 30, 2023 (with respect to the first and third paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K only); April 4, 2023; April 5, 2023 (with respect to the first and second paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K only); April 12, 2023; April 20, 2023; April 28, 2023; May 2, 2023 (with respect to the first, third and seventh paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K only); May 10, 2023; May 25, 2023 (with respect to the first paragraph and the sections titled “Company Highlights,” “New Projects,” “Project Updates,” “Research, Development and Engineering Expenses, Net,” “Research, development, and engineering expenses, net breakdown,” “Balance Sheet Update,” and “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K only); and

● The description of our securities contained in our Form 8-A (File No. 001-40753), filed with the SEC on May 17, 2022.

In addition to the foregoing, all documents subsequently filed after the date of this Registration Statement by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

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Item 6. Indemnification of Directors and Officers.

Indemnification

The Israeli Companies Law 5759-1999, or the Companies Law, and the Israeli Securities Law, 5728-1968, or the Securities Law, provide that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

● a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court;

● reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary sanction;

● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and

● expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law.

The Companies Law also permits a company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criterion:

● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and

● in amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.

We have entered into indemnification agreements with all of our directors and with all members of our senior management. Each such indemnification agreement provides the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance.

Exculpation

Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association. Our articles of association provide that we may exculpate, in whole or in part, any office holder from liability to us for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exculpation from liability arising from a company’s transaction in which our controlling shareholder or officer has a personal interest. Subject to the aforesaid limitations, under the indemnification agreements, we exculpate and release our office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law. Exculpation letters were granted to each of our officeholders and were approved for any future officeholders.

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Limitations

The Companies Law provides that the Company may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.

Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.

Our articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

3.1	English translation of Articles of Association of Brenmiller Energy Ltd. (incorporated herein by reference to Exhibit 3.1 to our Registration Statement on Form F-1 (File No. 333-264398) filed with the SEC on April 21, 2022).
5.1*	Opinion of Sullivan & Worcester Israel (Har-Even & Co.)
23.1*	Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited independent registered public accounting firm.
23.2*	Consent of Sullivan & Worcester Israel (Har-Even & Co.) (contained in Exhibit 5.1 to this Registration Statement).
24.1*	Power of Attorney (included on signature page).
99.1*	Brenmiller Energy Ltd. Stock Option Plan, as amended on January 4, 2023.
107*	Filing Fee Table.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Rosh Haayin, Israel on May 30, 2023.

BRENMILLER ENERGY LTD.
By:	/s/ Avraham Brenmiller
	Avraham Brenmiller
	Title: Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Brenmiller Energy Ltd., hereby severally constitute and appoint Avraham Brenmiller and Ofir Zimmerman, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Avraham Brenmiller	Chief Executive Officer, Director, Chairman of the Board of Directors	May 30, 2023
Avraham Brenmiller	(Principal Executive Officer)
/s/ Ofir Zimmerman	Chief Financial Officer	May 30, 2023
Ofir Zimmerman	(Principal Financial and Accounting Officer)
/s/ Doron Brenmiller	Director	May 30, 2023
Doron Brenmiller
/s/ Nir Brenmiller	Director	May 30, 2023
Nir Brenmiller
/s/ Chen Franco-Yehuda	Director	May 30, 2023
Chen Franco-Yehuda
/s/ Eitan Machover	Director	May 30, 2023
Eitan Machover
/s/ Nava Swersky Sofer	Director	May 30, 2023
Nava Swersky Sofer
/s/ Ziv Dekel	Director	May 30, 2023
Ziv Dekel

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Brenmiller Energy Ltd., has signed this Registration Statement on Form S-8 on May 30, 2023.

Puglisi & Associates

/s/ Donald J. Puglisi

Managing Director

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EX-5.1

Exhibit 5.1

  Sullivan & Worcester Tel Aviv 28 HaArba’a St. HaArba’a Towers North Tower, 35th Floor Tel-Aviv, Israel +972-747580480 sullivanlaw.com

May 30, 2023

To: Brenmiller Energy Ltd.

13 Amal Street,

Rosh Haayin, 4809249, Israel.

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel for Brenmiller Energy Ltd., an Israeli Company (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company on the date hereof with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 2,951,202 of the Company’s ordinary shares, par value of NIS 0.02 per share (the “Shares”), issuable under the Brenmiller Energy Ltd. 2013 Global Incentive Option Scheme (the “Plan”).

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect; (iii) resolutions of the board of directors which relate to the Registration Statement and the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. In addition, we have assumed that the Shares and any equity awards that provide for the acquisition thereof will be granted in accordance with the Plan and the Company’s articles of association.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction than the State of Israel.

Based upon and subject to the foregoing, we are of the opinion that the Shares issuable under the Plan have been duly authorized and, when issued and paid for in accordance with the terms of the Plan and applicable option grant, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing in the Registration Statement in connection with Israeli law. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K under the Securities Act.

Very truly yours,

/s/ Sullivan & Worcester Tel Aviv (Har-Even & Co.)

SULLIVAN & WORCESTER TEL AVIV (Har-Even & Co.)

EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Brenmiller Energy Ltd. of our report dated March 20, 2023 relating to the financial statements, which appears in Brenmiller Energy Ltd.'s Annual Report on Form 20-F for the year ended December 31, 2022.

Tel-Aviv, Israel	/s/ Kesselman & Kesselman
May 30, 2023	Certified Public Accountants (Isr.)
	A member firm of PricewaterhouseCoopers International Limited

EX-99.1

Exhibit 99.1

BRENMILLER ENERGY LTD.

THE 2013 GLOBAL INCENTIVE EQUITY SCHEME

As amended on 04/01/2023

DEFINITIONS

For purposes of the Global Incentive Equity Scheme and related documents, including without limitation, the Grant Notification Letter, the following definitions shall apply:

(a) “Affiliate” or “affiliate” – a company controlled by, under common control with, or controlling, the Company.

(b) “Award” - means any Option, Share, Restricted Share or Restricted Share Units.

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

(d) “Cause” - any of the following:

(i) conviction of any felony involving moral turpitude or affecting the Company or any of its affiliates;

(ii) any refusal to carry out a reasonable directive of the chief executive officer, the Board or the Grantee’s direct supervisor, which involves the business of the Company or any of its affiliates and was capable of being lawfully performed;

(iii) embezzlement of funds of the Company or any of its affiliates;

(iv) any breach of the Grantee’s fiduciary duties or duties of care of the Company or any of its affiliates; including without limitation disclosure of confidential information of the Company or any of its affiliates;

(v) any conduct (other than conduct in good faith), including without limitation, any act or omission, reasonably determined by the Board to be materially detrimental to the Company or any of its affiliates; and/or

(vi) if and as such term is or may be defined under the Grantee’s employment agreement, service agreement or any other engagement agreement with the Company or any of its affiliates; and/or

(vii) should circumstances arise as a result of which the Grantees’ employment with the Company and/or any of its affiliates is or may be terminated without severance pay.

For the avoidance of any doubt, it is hereby clarified that in any event of a conflict between the definition of the term “Cause” in this Scheme and the definition of the term “Cause” in a certain employment agreement, the definition in this Scheme shall prevail in connection with the Award, with the Grant Notification Letter and with this Scheme.

(e) “Chairman” - the chairman of the Committee.

(f) “Committee” - a share award compensation committee, if so appointed by the Board, which shall consist of no fewer than two members of the Board.

(g) “Company” - Brenmiller Energy Ltd., an Israeli company.

(h) “Date of Grant” - the date of grant of an Award, as determined by the Board or the Committee and set forth in the Grantee’s Grant Notification Letter.

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(i) “Employee” - a person who is employed by the Company or any affiliate.

(j) “Exercise” or “exercise” - delivery of a Notice of Exercise and payment of the Purchase Price, provided that “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 the vesting of such an Awards explicitly).

(k) “Expiration Date” - the date upon which an Option shall expire, as set forth in Section 7.2 of the Scheme.

(l) “Fair Market Value” - as of any date, the value of a Share determined as follows:

(i) If the Shares are listed on any established Share exchange or a national market system, including without limitation the Tel-Aviv Share Exchange, the NASDAQ National Market system, or the NASDAQ SmallCap Market of the NASDAQ Share Market, the Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported), as quoted on such exchange or system for the last market trading day prior to time of determination, as reported in the Wall Street Journal, or such other source as the Board deems reliable;

(ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of determination, or;

(iii) In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Board.

(m) “Grantee” - a person who receives or holds an Award under the Scheme.

(n) “Grant Notification Letter” - a document to be signed between the Company and a Grantee that sets out and informs the Grantee with respect to the terms and conditions of the grant of an Award.

(o) “IPO” - the initial public offering of the Company’s shares.

(p) “Non-Employee” - a non-employee director, consultant, advisor, or service provider of the Company or any affiliate, or any other person who is not an Employee.

(q) “Option” - an option to purchase one or more Shares of the Company pursuant to the Scheme.

(r) “Purchase Price” - the price for each Share subject to an Option.

(s) “Restricted Shares” or “RS”, means a Share Award granted to a Grantee pursuant to Section 8.3 below.

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(t) “Restricted Share Unit” or “RSU”, means a Share Award granted to a Grantee pursuant to Section 8.4 below.

(u) “Scheme” - this 2013 Global Incentive Equity Scheme, as amended.

(v) “Share(s)” - the ordinary shares, 0.01 nominal value each, of the Company.

(w) “Share Award” means the right to receive Shares of the Company pursuant to the terms and conditions set forth in the pertinent Grant Notification Letter.

(x) “Successor Company” - any entity the Company is merged to or is acquired by, in which the Company is not the surviving entity.

(y) “Transaction” - each of the following:

(i) a merger, acquisition or reorganization of the Company with one or more other entities in which the shareholders of the Company prior to the merger, acquisition or reorganization hold less than 50% of the voting power in the surviving entity as of immediately following the merger, acquisition or reorganization;

(ii) a sale of all or substantially all of the shares or assets of the Company.

(z) “Vesting” or “vesting” and any words of similar import - any terms and conditions determined in the Grant Notification Letter which must be fulfilled in order for an Option to become Exercisable or an Award to vest or be issued.

(aa) “Vested Award” - an Award, which has already been vested pursuant to any terms and conditions determined (including Vesting Dates) in the Grant Notification Letter which must be fulfilled in order for an Option to become Exercisable or an Award to vest or be issued.

(bb) “Vesting Dates” - as determined by the Board or by the Committee, the date as of which the Grantee shall be entitled to exercise the Awards or part of the Awards, as set forth in Section 8 of the Scheme and in the Grantee’s Grant Notification Letter.

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THE SCHEME

This scheme, as amended from time to time, shall be known as Brenmiller Energy Ltd. 2013 Global Incentive Equity Scheme.

1. PURPOSE OF THE SCHEME

The Scheme is intended to provide an incentive to retain, in the employ of the Company and its Affiliates, persons of training, experience, and ability, to attract new employees, directors, consultants, service providers and any other entity which the Board shall decide their services are considered valuable to the Company, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company by providing them with opportunities to purchase shares in the Company, pursuant to the Scheme.

Incentives under the Scheme shall only be issued to Grantees subject to the applicable law in their respective country of residence for tax purposes or any other purposes, as the case may be.

2. ADMINISTRATION OF THE SCHEME

2.1 The Board shall have the power to administer the Scheme either directly or upon the recommendation of the Committee, all as provided by applicable law and in the Company’s Articles of Association. Notwithstanding the above, the Board shall automatically have residual authority if no Committee shall be constituted or if such Committee shall cease to operate for any reason. In such case, all references in the Scheme to “Committee” shall be treated as references to the “Board”.

2.2 The Committee shall select one of its members as its Chairman and shall hold its meetings at such times and places as the Chairman shall determine. The Committee shall keep records of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

2.3 Subject to applicable law, the Committee shall have the full power and authority to:

(i) designate participants;

(ii) determine the terms and provisions of the respective Grant Notification Letters, including, but not limited to, the number of Awards to be granted to each Grantee, if applicable, the number of Shares to be covered by each Award, provisions concerning the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary;

(iii) determine the Fair Market Value of the Shares covered by each Option;

(iv) designate the type of Awards;

(v) alter any restrictions and conditions of any Awards, including Options or Shares subject to any Options; (vi) interpret the provisions and supervise the administration of the Scheme;

(vii) accelerate the right of a Grantee to exercise in whole or in part, any previously granted Award;

(viii) determine the Purchase Price of the Award;

(ix) prescribe, amend and rescind rules and regulations relating to the Scheme; and

(x) make all other determinations deemed necessary or advisable for the administration of the Scheme.

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2.4 The Committee shall have the authority to grant, at its discretion, to the holder of an outstanding Award, in exchange for the surrender and cancellation of such Award, a new Award, which if applicable - having a purchase price equal to, lower than or higher than the Purchase Price of the original Award so surrendered and canceled and containing such other terms and conditions, or to change the Purchase Price as the Board or the Committee may prescribe in accordance with the provisions of the Scheme.

2.5 Subject to the Company’s Articles of Association, all decisions and selections made by the Board or the Committee pursuant to the provisions of the Scheme shall be made by a majority of its members except that no member of the Board or the Committee shall vote on, or be counted for quorum purposes, with respect to any proposed action of the Board or the Committee relating to any Award to be granted to that member. Any decision reduced to writing shall be executed in accordance with the provisions of the Company’s Articles of Association, as the same may be in effect from time to time.

2.6 The interpretation and construction by the Committee of any provision of the Scheme or of any Grant Notification Letter thereunder shall be final and conclusive unless otherwise determined by the Board.

3. DESIGNATION OF PARTICIPANTS

The persons eligible for participation in the Scheme as Grantees shall include any Employees and/or Non-Employees of the Company or of any affiliate.

The grant of an Award hereunder shall neither entitle the Grantee to participate nor disqualify the Grantee from participating in, any other grant of Awards pursuant to the Scheme or any other option or share plan of the Company or any of its affiliates.

4. SHARES RESERVED FOR THE SCHEME; RESTRICTION THEREON

4.1 The Company shall reserve from time-to-time, out of its authorized unissued share capital, such number of Shares as the Board deems appropriate.

4.2 Each Award granted pursuant to the Scheme, shall be evidenced by a written Grant Notification Letter between the Company and the Grantee, in such form as the Board or the Committee shall from time to time approve. Each Grant Notification Letter shall state, among other matters, the number of Shares to which the Award relates, the type of Award granted thereunder, the Vesting Dates, the Purchase Price per share (if applicable), the Expiration Date and such other terms and conditions as the Committee or the Board in its discretion may prescribe, provided that they are consistent with this Scheme.

4.3 Until the consummation of an IPO, such Shares shall be voted by an irrevocable proxy (the: “Proxy”) pursuant to the directions of the Board, such Proxy to be assigned to the person or persons designated by the Board.

5. PURCHASE PRICE

5.1 The Purchase Price of each Share subject to an Option shall be determined by the Committee in its sole and absolute discretion in accordance with applicable law, subject to any guidelines as may be determined by the Board from time to time. Each Grant Notification Letter will contain the Purchase Price determined for each Grantee.

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5.2 Without derogating from the above and in addition thereto, the Purchase Price of each Share subject to an Option shall be payable upon the exercise of an Option in the following acceptable forms of payment:

(i) cash, check or wire transfer;

(ii) if, and only to the extent, explicitly permitted by the provisions of the applicable Grant Notification Letter - exercise of part or all of vested Options through a “Net Exercise” method so that the Grantee will be entitled to receive pursuant to the exercise of the Options only the number of Shares representing the benefit component in the Options, based on the following formula, in exchange to paying only the par value of the Share. For the avoidance of doubt, according to this exercise method, the Grantee will not actually pay the Purchase Price which is used only for calculating the benefit component.

 

Y = the number of vested exercisable Options that the Grantee wishes to exercise into Shares;

A = the Fair Market Value (as defined below) of the Share at the date of exercise;

B = the Purchase Price;

N = the par value of the Share

(iii) at the discretion of the Committee, any combination of the methods of payment permitted by any paragraph of this Section 5.2.

5.3 The Purchase Price shall be denominated in the currency determined by the Committee.

6. ADJUSTMENTS

Upon the occurrence of any of the following described events, Grantee’s rights to purchase Shares under the Scheme shall be adjusted as hereafter provided:

6.1 In the event of Transaction, the unexercised Awards then outstanding under the Scheme may, at the sole discretion of the Board, (i) be assumed or substituted for an appropriate number of shares of each class of shares or other securities of the Successor Company (or a parent or subsidiary of the Successor Company) as were distributed to the shareholders of the Company holding Shares in connection and with respect to the Transaction; or (ii) with respect to Options or any other unvested Awards - be cancelled, effective as of the effective date of such Transaction. In the case of such assumption and/or substitution of Awards, appropriate adjustments shall be made to the Purchase Price, or to the number of Awards (in case of Restricted Shares or RSUs) if applicable, so as to reflect such action and all other terms and conditions of the Grant Notification Letters shall remain unchanged, including but not limited to the vesting schedule, all subject to the determination of the Committee or the Board, which determination shall be in their sole discretion and final. The Company shall notify the Grantee of the Transaction in such form and method as it deems applicable within 5 days following the effective date of such Transaction. In the event that the Board elects to cancel the unexercised Awards, effective as of the effective date of the Transaction, the Company shall notify the Grantee of such election within 5 days following the effective date of such Transaction. To the extent that unexercised vested Awards are cancelled by election of the Board, the Company shall ensure that each Grantee holding unexercised vested Awards, receives, per Share underlying such Award (whether directly or by way of payment to a trustee holding such Grantees Award) – in the context of the Transaction and subject to any applicable deductions for withholding taxes, escrows, hold-backs, etc. – the positive excess (if any) of the per-Share consideration being received by the holders of Shares in the Transaction over the per-Share Purchase Price of the unexercised vested Award held by such Grantee. In order to remove any doubt, and unless otherwise determined by the Board (and if so determined, the provisions of Section 6.2 shall apply, mutatis-mutandis), any and all vested Restricted Shares shall be sold within the course of such Transaction, and Grantee shall be entitled to the applicable consideration thereof pursuant to the foregoing mechanism.

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6.2 For the purposes of Section 6.1 above, an Option, or an unvested RSU or Restricted Share, shall be considered assumed or substituted if, following the Transaction, the respective foregoing Award confers the right to purchase or receive, for each Share underlying such an Award immediately prior to the Transaction, the consideration (whether shares, options, cash, or other securities or property) received in the Transaction by holders of Shares held on the effective date of the Transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Transaction is not solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary, the Committee may, with the consent of the Successor Company, provide for the per-share consideration to be received upon the exercise of the foregoing Award to be solely ordinary shares (or their equivalent) of the Successor Company or its parent or subsidiary equal in Fair Market Value to the per Share consideration received by holders of a majority of the outstanding Shares in the Transaction; and provided further that the Committee may determine, in its discretion, that in lieu of such assumption or substitution of such Award for awards of the Successor Company or its parent or subsidiary, such Awards will be substituted for any other type of asset or property, including cash, which is fair under the circumstances. In such case, the vesting terms shall continue to apply with respect to the substituted asset or property, unless otherwise determined by the Board.

6.3 Unless otherwise expressly determined by the Board, all Options and/or RSUs, whether vested or unvested, and unvested RS, shall expire and be cancelled (or forfeited, as applicable), automatically, in the event that the Company is under a liquidation or dissolution proceeding, whether voluntary or involuntary.

6.4 Anything herein to the contrary notwithstanding, if, prior to the completion of the IPO all or substantially all of the shares of the Company are proposed to be sold, or in case of a Transaction, all or substantially all of the shares of the Company are proposed to be exchanged for securities of another Company, then each Grantee shall be obliged to sell or exchange, as the case may be, any Shares such Grantee purchased under the Scheme, in accordance with the instructions, if any, issued by the Board in connection with the Transaction, whose determination shall be final.

6.5 If the outstanding Shares of the Company shall at any time be changed or exchanged by declaration of a share dividend (bonus shares), share split, combination or exchange of shares, recapitalization, spin-off or any other like event by or of the Company, and as often as the same shall occur, then the number, class and kind of the Shares subject to an Award therefore granted, and the Purchase Prices, if applicable, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Purchase Price. Upon happening of any of the foregoing, the class and aggregate number of Shares issuable pursuant to the Scheme (as set forth in Section 6 hereof), in respect of which Awards have not yet been exercised and/or vested, shall be appropriately adjusted, all as will be determined by the Board whose determination shall be final.

6.6 Should the Company declare a cash dividend to its shareholders, the number of Awards and the per-share Purchase Price thereunder shall not be adjusted.

6.7 Notwithstanding anything to the contrary mentioned above, subject to this Section 6, the Grantee shall not be entitled to receive portion of Shares (or any substitute or asset exchanged therefor), and the number of shares (or other assets) allocated to the Grantee pursuant to any adjustments made pursuant to this Section 6, shall be rounded as to nearest whole number of shares (or other assets) and the provisions of this Scheme shall apply accordingly.

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6.8 Without derogating from the provisions of the Scheme, it is to be clarified that in the event that the Company’s shares shall be registered for trading on the Tel-Aviv Stock Exchange Ltd., no exercise of an Option shall be made on the determination dates of the distribution of any share dividend (bonus shares), cash dividend, rights offering, share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company (the: “Company’s Event”). Also, it is to be clarified that if the “X” date of a Company’s Event occurs prior to the determination date of a Company’s Event, no exercise of an Option shall be made on the “X” date.

6.9 In the event that the Company’s Shares shall be registered for trading in any public market, the Grantee acknowledges that Grantee’s rights to sell the Shares may be subject to certain limitations (including a legal and/or contractual lock-up period) as will be required by law, requested by the Company or by its underwriters, and the Grantee unconditionally agrees and accepts any such limitations and shall timely execute any required documents reflecting the same.

7 TERM AND EXERCISE OF AWARDS

7.1 Options shall be exercised by the Grantee by giving written notice to the Company and/or to any third party designated by the Company (the: “Representative”), in such form and method as may be determined by the Company, which exercise shall be effective upon receipt of such notice by the Company and/or the Representative and the payment of the Purchase Price at the Company’s or the Representative’s principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised. Other Awards are exercisable in accordance with the respective terms under Section 8.

7.2 Always subject to the provisions of Sections 8.3 through 8.8 in connection with Awards issued therewith, Awards, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in the Grant Notification Letter; (ii) the expiration of any extended period in any of the events set forth in Section 7.5 below; or (iii) the date upon which the Company becomes subject to a liquidation or dissolution proceeding, whether voluntary or involuntary (unless otherwise determined by the Board).

7.3 The Options may be exercised by the Grantee in whole at any time or in part from time to time, to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 7.5 below, the Grantee is employed by or providing services to the Company or any of its affiliates, at all times during the period beginning with the granting of the Option and ending upon the date of exercise.

7.4 Subject to the provisions of Section 7.5 below and Sections 8.3 through 8.8, in the event of Termination of Grantee’s Employment or Services, with the Company or any of its affiliates, all Options granted to such Grantee will immediately expire. For the avoidance of doubt, in case of such Termination of Employment or Service, the unvested portion of the Grantee’s Option shall not vest and shall not become exercisable and the Grantee shall have no claim against the Company and/or its affiliate that his/her Options were prevented from continuing to vest as of such termination. Notwithstanding anything to the contrary mentioned above, a Grantee shall not cease to be an Employee only due to the transfer of such Employee’s employment among the Company and its affiliates.

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7.5 Notwithstanding anything to the contrary hereinabove and unless otherwise determined in the Grantee’s Grant Notification Letter and/or with respect to Awards granted under Sections 8.3 and/or 8.4, a Vested Award may be exercised after the date of termination of Grantee’s employment or service with the Company or any affiliates during an additional period of time beyond the date of such termination, but only with respect to the number of Vested Awards at the time of such termination according to the Vesting Dates, if:

(i) termination is without Cause, in which event any Vested Option still in force and unexpired may be exercised within a period of ninety (90) days from the Termination Date; or-

(ii) termination is the result of death or disability of the Grantee, in which event any Vested Option still in force and unexpired may be exercised within a period of twelve (12) months from the Termination Date; or -

(iii) prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the Vested Options beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable.

For the purpose of this Section 7.5 and Section 7.4 above, “Termination of Grantee’s Employment or Services” and/or “Termination Date” shall be considered the actual termination date, not the date of on which notice of termination was delivered to the Grantee.

For avoidance of any doubt, if termination of employment or service is for Cause, any outstanding unexercised Award (whether vested or non-vested), will immediately expire and terminate, and the Grantee shall not have any right in connection to such outstanding Award.

7.6 Any form of Grant Notification Letter authorized by the Scheme may contain such other provisions as the Committee may, from time to time, deem advisable.

7.7 The Awards and any underlying Shares are extraordinary, one-time benefits granted to the Grantee and are not and shall not be deemed a salary component for any purpose whatsoever, including in connection with calculating severance compensation under applicable law.

7.8 Neither the Grantee nor any other person, as the case may be, shall have any claim to be granted any Award, and there is no obligation by the Company for uniformity of treatment of Grantees or their beneficiaries (if applicable). The terms and conditions of the Awards granted under this Scheme and any of the Board’s determinations and interpretations with respect thereto need not be the same with respect to each Grantee (whether or not such Grantees are similarly situated).

7.9 For the purposes of this Scheme, the termination, expiration or cancellation of an Award which is an RS and/or an RSU, shall mean the forfeiture of Grantee of such Award, without any further actions on behalf of Grantee or Company, unless otherwise decided by the Board or the Committee (if applicable).

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8. GRANT AND VESTING OF AWARDS

8.1 Subject to the provisions of the Scheme, the Board may grant Awards to Grantees. Each Award shall vest following the Vesting Dates and for the number of Shares as shall be provided in the Grant Notification Letter. However, no Award shall be exercisable after the Expiration Date.

8.2 An Award may be subject to such other terms and conditions on the time or times when it may be exercised, as the Committee may deem appropriate. The vesting provisions of individual Awards may vary.

Restricted shares

8.3 The Board may award Restricted Shares to any Grantee. Each Award of Restricted Shares under this Scheme shall be evidenced by an applicable Grant Notification Letter, in such form as the Board shall from time to time approve. The Restricted Shares shall be subject to all applicable terms of this Scheme, which in the case of Restricted Shares granted under any local Annex shall include the respective tax provisions under this Scheme and/or respective Annex thereof, and may be subject to any other terms that are not inconsistent with this Scheme. The Restricted Share Grant Notification Letters shall comply with and be subject to the Scheme unless otherwise specifically provided in such Grant Notification Letter and not inconsistent with this Scheme, or applicable law:

(a) Each Restricted Share Grant Notification Letter 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 Board.

(b) 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 Board 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 Administrator 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, if applicable, 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 Board, be held in escrow by an escrow agent appointed by the Board. In determining the Restricted Period of an Award, the Board 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.

(c) Subject to such exceptions as may be determined by the Board, 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 (if any), any Shares remaining subject to vesting or if applicable, 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 this Scheme, subject to applicable Laws and the Grantee shall have no further rights with respect to such Restricted Shares.

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(d) During the Restricted Period the Grantee shall possess all incidents of ownership of such Restricted Shares, subject to the other terms of this Scheme, 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.

Restricted Share Units

8.4 Restricted Share Units, or RSU, is an Award covering a number of Shares that is settled, if vested ,and if applicable, exercised, by issuance of those Shares. Grant Notification Letter relating to the grant of RSUs under this Scheme, shall be in such form as the Board shall from time to time approve. The RSUs shall be subject to all applicable terms of this Scheme, mutatis mutandis, which in the case of RSUs shall include Section 17 herein (and other applicable tax provisions prescribed under the applicable Annex) and may be subject to any other terms that are not inconsistent with this Scheme. The provisions of the various Grant Notification Letters need not be identical. RSUs may be granted in consideration of a reduction in the Grantee’s other compensation.

8.5 No payment of Exercise Price shall be required as consideration for RSUs, unless included in the Grant Notification Letter or as required by applicable law.

8.6 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.

8.7 Shares shall be issued to or for the benefit of Grantee promptly following each Vesting Date determined by the Administrator, provided that Grantee is still engaged by the Company on the applicable Vesting Date. After each such Vesting Date the Company shall promptly cause to be issued, for the benefit of Grantee, Shares with respect to RSUs that became vested on such Vesting Date. It is clarified that no Shares shall be issued pursuant to the RSUs to Grantee until the vesting criteria determined by the Administrator is met.

8.8 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 Board. 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, mutatis mutandis.

9. SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

9.1 Notwithstanding anything to the contrary in the Articles of Association of the Company, none of the Grantees shall have a right of first refusal in relation with any sale of shares in the Company.

9.2 Unless otherwise determined by the Committee, until such time as the Company shall complete an IPO, a Grantee shall not have the right to sell Shares issued in accordance with an Award within six (6) months and one day of the date of exercise or vesting of such Award or issuance of such Shares. Unless otherwise determined by the Committee, until such time as the Company shall complete an IPO, the sale of Shares issuable upon the exercise or vesting of an Award, as applicable, shall be subject to a right of first refusal on the part of the Repurchaser(s).

Repurchaser(s) means (i) the Company, if permitted by applicable law (and without derogating from the provisions herein regarding the termination or cancellation of Restricted Stock, RSUs, etc.), (ii) if the Company is not permitted by applicable law, then any affiliate of the Company designated by the Committee; or (iii) if no decision is reached by the Committee, then the Company’s existing shareholders (save, for avoidance of doubt, for other Grantees who already exercised their Awards), pro rata in accordance with their shareholding. The Grantee shall give a notice of sale (hereinafter the “Notice”) to the Company in order to offer the Shares to the Repurchaser(s).

9.3 The Notice shall specify the name of each proposed purchaser or other transferee (hereinafter the “Proposed Transferee”), the number of Shares offered for sale, the price per Share and the payment terms. The Repurchaser(s) will be entitled for thirty (30) days from the day of receipt of the Notice (hereinafter the “Notice Period”), to purchase all or part of the offered Shares on a pro rata basis based upon their respective holdings in the Company.

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9.4 If by the end of the Notice Period not all of the offered Shares have been purchased by the Repurchaser(s), the Grantee shall be entitled to sell such Shares at any time during the ninety (90) days following the end of the Notice Period on terms not more favorable than those set out in the Notice, provided that the Proposed Transferee agrees in writing that the provisions of this section shall continue to apply to the Shares in the hands of such Proposed Transferee. Any sale of Shares issued under the Scheme by the Grantee that is not made in accordance with the Scheme or the Grant Notification Letter shall be null and void.

10. DIVIDENDS

Notwithstanding anything mentioned above, and in addition thereto, with respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options or RSUs) allocated or issued upon the exercise of Awards purchased by the Grantee and held by the Grantee or by the Trustee, as the case may be, the Grantee shall be entitled to receive dividends in accordance with the quantity of such Shares, subject to the provisions of the Company’s Articles of Association (and all amendments thereto) and subject to any applicable taxation on distribution of dividends.

11. PURCHASE FOR INVESTMENT

The Company’s obligation to issue or allocate Shares upon exercise or vesting of an Award, as applicable, granted under the Scheme is expressly conditioned upon:

(i) the Company’s completion of any registration or other qualifications of such Shares under all applicable laws, rules and regulations, or;

(ii) representations and undertakings by the Grantee (or his legal representative, heir or legatee, in the event of the Grantee’s death) to assure that the sale of the Shares complies with any registration exemption requirements which the Company in its sole discretion shall deem necessary or advisable.

Such required representations and undertakings may include representations and agreements that such Grantee (or his legal representative, heir, or legatee):

(i) is purchasing such Shares for investment and not with any present intention of selling or otherwise disposing thereof; and;

(ii) agrees to have placed upon the face and reverse of any certificates evidencing such Shares a legend setting forth (a) any representations and undertakings which such Grantee has given to the Company or a reference thereto, and (b) that, prior to effecting any sale or other disposition of any such Shares, the Grantee must furnish to the Company an opinion of counsel, satisfactory to the Company, that such sale or disposition will not violate the applicable laws, rules and regulations of the United States or any other state having jurisdiction over the Company and the Grantee.

12. RESTRICTIONS ON ASSIGNABILITY AND SALE OF AWARDS

Subject further to the provisions of Section 8, no Award, or any right with respect thereto, purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to it given to any third party whatsoever, other than by will or by laws of decent and distribution, or as specifically otherwise allowed under the Scheme,, and during the lifetime of the Grantee each and all of such Grantee’s rights to purchase Shares hereunder shall be exercisable only by the Grantee; provided however, that Vested Awards which are RS shall be transferable subject to the limitations under this Scheme and the provisions of the Company’s Articles of Association (as amended) and/or any other shareholders agreement in effect at such time, to which the Company has been made a party.

Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.

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13. EFFECTIVE DATE, DURATION, AMENDMENTS OR TERMINATION OF THE SCHEME

13.1 The Scheme shall be effective as of the day it was adopted by the Board and shall terminate at the end of ten (10) years from such day of adoption (the: “Termination Date”).

13.2 The Company shall obtain the approval of the Company’s shareholders for the adoption of this Scheme and/or the Annexes thereto, or for any amendment to this Scheme and/or the Annexes thereto, if shareholders’ approval is required under any applicable law including without limitation the U.S. securities law or the securities laws of other jurisdiction applicable to Awards granted to Grantees under this Scheme and/or the Annexes thereto, or if shareholders’ approval is required by any authority or by any governmental agencies or national securities exchanges including without limitation the U.S. Securities and Exchange Commission.

13.3 The Board may at any time, subject to the provisions of Section 13.2 above and all applicable law, amend, alter, suspend or terminate the Scheme, provided, however, that

(i) the Board may not extend the term of the Scheme specified in Section 13.1 above and;

(ii) no amendment, alteration, suspension or termination of the Scheme shall impair the rights of any Grantee, unless mutually agreed otherwise by the Grantee and the Company, which agreement must be in writing and signed by the Grantee and the Company.

Earlier termination of the Scheme prior to the Termination Date shall not affect the Board’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Scheme prior to the date of such earlier termination.

14. GOVERNMENT REGULATIONS

The Scheme, and the granting and exercise of Awards hereunder, and the obligation of the Company to sell and deliver Shares under such Awards, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or of the United States or any other State having jurisdiction over the Company and the Grantee, including the registration of the Shares under the United States Securities Act of 1933, and the Ordinance and to such approvals by any governmental agencies or national securities exchanges as may be required. Nothing herein shall be deemed to require the Company to register the Shares under the securities laws of any jurisdiction.

15. CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES

Neither the Scheme nor the Grant Notification Letter with the Grantee shall impose any obligation on the Company or an Affiliate thereof, to continue any Grantee in its employ or service, and nothing in the Scheme or in any Awards granted pursuant thereto shall confer upon any Grantee any right to continue in the employ or service of the Company or an Affiliate thereof or restrict the right of the Company or an Affiliate thereof to terminate such employment or service at any time.

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16. GOVERNING LAW & JURISDICTION

The Scheme shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to the Scheme.

17. TAX CONSEQUENCES

17.1 Any tax consequences to any Grantee arising from the grant 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 Grantee) hereunder shall be borne solely by the Grantee. The Company and/or its affiliates and any applicable trustee, if and as applicable, shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Grantee shall indemnify the Company and/or its representatives and/or its officers and/or its directors 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 Grantee.

17.2 The Company shall not be required to release any Share or Share certificate to a Grantee until all required payments, including tax payments, have been fully made.

18. NON-EXCLUSIVITY OF THE SCHEME

The adoption of the Scheme by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangements or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of Awards otherwise than under the Scheme, and such arrangements may be either applicable generally or only in specific cases.

For the avoidance of doubt, prior grant of options to Grantees of the Company under their employment agreements, and not in the framework of any previous option scheme, shall not be deemed an approved incentive arrangement for the purpose of this Section.

19. MULTIPLE AGREEMENTS

The terms of each Award may differ from other Awards granted under the Scheme at the same time, or at any other time. The Board may also grant more than one Award to a given Grantee during the term of the Scheme, either in addition to, or in substitution for, one or more Awards previously granted to that Grantee.

20. RULES PARTICULAR TO SPECIFIC COUNTRIES

Notwithstanding anything herein to the contrary, the terms and conditions of the Scheme may be adjusted with respect to a particular country by means of an addendum to the Scheme in the form of an annex (the: “Annex”), and to the extent that the terms and conditions set forth in the Annex conflict with any provisions of the Scheme, the provisions of the Annex shall govern. Terms and conditions set forth in the Annex shall apply only to Awards issued to Grantees under the jurisdiction of the specific country that is subject of the Annex and shall not apply to Awards issued to any other Grantee. The adoption of any such Annex shall be subject to the approval of the Board and if required the approval of the shareholders of the Company.

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EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

BRENMILLER ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation	Amount Registered(1)			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
	Newly Registered Securities
Fees to Be Paid	Equity	Ordinary shares, par value NIS 0.02 per share	Rule 457(h)		1,282,500	(2)	$	8.76	(3)	$	11,234,700	$	0.0001102	$	1,238.06
	Equity	Ordinary shares, par value NIS 0.02 per share	Rule 457(c)		1,000,000	(4)	$	0.90	(6)	$	900,000	$	0.0001102	$	99.18
	Equity	Ordinary shares, par value NIS 0.02 per share	Rule 457(c)		668,702	(5)	$	0.90	(6)	$	601,831.80	$	0.0001102	$	66.32
	Total Offering Amounts									$	12,736,531.80			$	1,403.56
	Total Fees Previously Paid
	Total Fee Offsets
	Net Fee Due														1,403.56

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from share splits, share dividends, recapitalizations or similar transactions.
(2)	Represents Ordinary Shares reserved for issuance upon the exercise of options that may be granted under the Brenmiller Energy Ltd. 2013 Global Incentive Option Scheme, as amended, or the Plan.
(3)	Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee based upon the exercise price of the option awards for such ordinary shares issuable under the Plan.
(4)	Represents the additional ordinary shares reserved for future issuance under the Plan.
(5)	Consists of ordinary shares issuable upon vesting and settlement of Restricted Shares and Restricted Shares Units (RSUs) that are outstanding under the Plan.
(6)	Estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of an Ordinary Shares as reported on the Nasdaq Capital Market on May 22, 2023.