S-8

As filed with the Securities and Exchange Commission on October 25, 2022

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

SatixFy Communications Ltd.

(Exact Name of Registrant as Specified in Its Charter)

State of Israel	3663	Not applicable
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

SatixFy Communications Ltd. 2020 Share Award Plan (as amended and restated)

(Full Title of the Plans)

SatixFy Communications Ltd.

12 Hamada St., Rehovot 670315

Israel

+(972) 8-939-3200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

COGENCY GLOBAL INC.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Brian Wolfe
Michael Kaplan
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel: (212) 450-4000 Richard J. Mann
Perry Wildes
Gross Law Firm
1 Azrieli Center, Round Tower
Tel Aviv 6701101 Israel Larry P. Medvinsky
David Slotkin
Morrison & Foerster LLP
250 West 55^th Street
New York, NY 10019
(212) 468-8000 Clifford M. J. Felig
Jonathan M. Nathan
Meitar Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972) (3) 610-3100

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	x

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 specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, 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 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

1.	The prospectus dated September 20, 2022 filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act relating to the registration statement on Form F-4, as amended (Registration No. 333-267015) (the “Form F-4 Registration Statement”);
2.	All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Form F-4 Registration Statement; and
3.	The description of the Registrant’s ordinary shares contained in the Form F-4 Registration Statement, including any amendment or report filed for the purpose of updating that description.

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any document or portion thereof, whether specifically listed above or to be filed in the future, that is not deemed “filed” with the Commission.

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 contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such 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.

Item 6. Indemnification of Directors and Officers.

Under the Israeli Companies Law, 5759-1999 (the “Companies Law”), a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate in advance an office holder from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. The Registrant’s amended and restated articles of association include such a provision. We may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders.

Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association:

• a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

• reasonable litigation expenses, including legal fees, incurred by the office holder (1) 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 (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding 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; and (2) in connection with a monetary sanction;

• reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and

• expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968 (the “Israeli Securities Law”).

Under the Companies Law and the Israeli Securities Law, an Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association:

• a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

• a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder;

• a financial liability imposed on the office holder in favor of a third-party;

• a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and

• expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law.

An Israeli company may not indemnify or insure an office holder against any of the following:

• a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

• a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

• an act or omission committed with intent to derive illegal personal benefit; or

• a fine or forfeit levied against the office holder.

Under the Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the board of directors (and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the Companies Law, the insurance of office holders does not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy, which was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.

Our amended and restated articles of association allow us to exculpate, indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder, subject to the provisions of the Companies Law.

We have entered into agreements with each of our office holders exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to it as a result of a breach of duty of care and undertaking to indemnify them to the fullest extent permitted by law to the extent that these liabilities are not covered by insurance. This indemnification is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.

The maximum aggregate amount of indemnification that we may pay to our office holders based on such indemnification agreement is the greater of (i) five million US Dollars (US$ 5,000,000) or 25% (twenty five percent) of the Company’s consolidated shareholders’ equity as is in accordance with the Company’s most recent consolidated annual financial statements, that existed as of the actual date of payment for the indemnification and (ii) the maximum coverage provided by the Company’s directors and officers liability insurance policy.

In the opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act, however, is against public policy and therefore unenforceable.

There is no pending litigation or proceeding against any of our office holders as to which indemnification is being sought, nor we aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Amended and Restated Articles of Association of Registrant (incorporated by reference to Annex B to the registration statement on Form F-4, as amended (Registration No. 333-267015))
5.1	Opinion of Gross & Co. (filed herewith)
23.1	Consent of Gross & Co. (included in Exhibit 5.1)
23.2	Consent of  Ziv Haft Certified Public Accountants (Isr.), a member firm of BDO International Limited, independent registered public accounting firm for SatixFy, relating to the financial statements of the Registrant (filed herewith)
24.1	Power of Attorney (filed herewith)
99.1	SatixFy Communications LTD. 2020 Share Award Plan (as amended and restated)
107	Filing Fee Table (filed herewith)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

(iii) To include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rehovot, Israel, as of the 25th day of October, 2022.

SATIXFY COMMUNICATIONS LTD
By:	/s/ Yoav Leibovitch
	Yoav Leibovitch
	Chairman and Chief Financial Officer

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of SatixFy Communications Ltd. has signed this Form S-8 in the City of New York, State of New York, on the 25th day of October, 2022.

AUTHORIZED U.S. REPRESENTATIVE – COGENCY GLOBAL INC.
By:	/s/ Colleen A. De Vries
	Colleen A. De Vries
	Senior Vice President on behalf of Cogency Global Inc.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Ripstein and Yoav Leibovitch as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ David Ripstein	Chief Executive Officer	October 25, 2022
David Ripstein	(Principal Executive Officer)
/s/ Yoav Leibovitch	Chief Financial Officer	October 25, 2022
Yoav Leibovitch	(Principal Financial Officer and Principal Accounting Officer)
/s/ Mary P. Cotton	Director	October 25, 2022
Mary P. Cotton
/s/ Shengyan Fan	Director	October 25, 2022
Shengyan Fan
/s/ Doron Rainish	Director	October 25, 2022
Doron Rainish
/s/ Yair Shamir	Director	October 25, 2022
Yair Shamir
/s/ David L. Willetts	Director	October 25, 2022
David L. Willetts

EX-4.1

Exhibit 4.1

As adopted on September 28, 2022 and to be effective as of October 26, 2022

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

of

SATIXFY COMMUNICATIONS LTD.

As adopted on [      ], 2022

1.

INTERPRETATION

1.1

In these Articles the following terms shall have the meanings set opposite to them, unless the context otherwise requires:

Terms

Meanings

Articles

These Amended and Restated Articles of Association as may be amended from time to time.

Auditor

As defined under the Companies Law.

Board

The Board of Directors of the Company.

Business Day

Any day other than Friday, Saturday, Sunday or public holiday under the laws of Israel or the State of New York or other day on which banking institutions are authorized or obligated to close in Israel or the State of New York.

Chairperson

Chairperson of the Board or the General Meeting, as the context implies.

CEO

Chief Executive Officer of the Company, also referred to under the Companies Law as the General Manager.

Class Meeting

A meeting of the holders of a class of shares.

Company

Satixfy Communications Ltd.

Companies Law

Israeli Companies Law, 5759-1999 and any other law which may come in its stead, in each case, as amended from time to time.

Companies Regulations

All regulations promulgated from time to time under the Companies Law.

Derivative Transaction

As defined in Article 19.4 below.

Dividend

As defined under the Companies Law.

EC Law

Israeli Economic Competition Law, 5748-1988.

Exchange Act

Securities Exchange Act of 1934, as amended.

External Director

As defined under the Companies Law.

General Meeting

An annual meeting or special meeting of the shareholders of the Company (as such terms defined in Article 19 of these Articles), as the case may be.

Office

The registered office of the Company from time to time.

Office Holder

As defined under the Companies Law.

1

Ordinary Share(s)

The Company’s Ordinary Shares, no par value.

Person

A company, corporate body, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, or an individual.

Proposal Request

As defined in Article 19.4 below.

Proposing Shareholder

As defined in Article 19.4 below.

Register

The Company’s shareholders register, maintained in accordance with the Companies Law.

Securities Act

U.S. Securities Act of 1933, as amended.

Securities Law

Israeli Securities Law, 5728-1968.

Simple Majority

A majority of more than fifty percent (50%) of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes.

Special Majority

A majority of sixty-six and two thirds percent (66 2/3%) or more of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes.

Statutes

The Companies Law and, to the extent applicable to the Company, the Israeli Companies Ordinance (New Version) 1983, the Securities Law and all applicable laws and regulations applicable in any relevant jurisdiction (including without limitation, the Securities Act, the Exchange Act and other U.S. federal laws and regulations), and rules of any stock market in which the Company’s shares are registered for trading as shall be in force from time to time.

Subject to the provisions of this Article 1 and unless the context necessitates another meaning, terms and expressions in these Articles which have been defined in the Statutes shall have the meanings ascribed to them therein.

1.2

Words importing the singular shall include the plural, and vice versa. Any pronoun shall include the corresponding masculine, feminine and neuter forms; and words importing persons shall include corporate bodies. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; the words “herein”, “hereof” and “hereunder” and words of similar import refer to these Articles in their entirety and not to any part hereof; all references herein to Articles or clauses shall be deemed references to Articles or clauses of these Articles; any references to any agreement or other instrument or law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any reference to “law” shall include any law (‘din’) as defined in the Interpretation Law, 5741-1981, and any applicable supranational, national, federal, state, local, or foreign statute or law and shall be deemed also to refer to all rules and regulations promulgated thereunder; any reference to a “day” or a number of “days” ​(without any explicit reference otherwise, such as to business days) shall be interpreted as a reference to a calendar day or number of calendar days; and reference to “written” or “in writing” shall include written, printed, photocopied, typed, any electronic communication (including email, facsimile, signed electronically (in Adobe PDF, DocuSign or any other format)) or produced by any visible substitute for writing, or partly one and partly another, and signed shall be construed accordingly.

The captions in these Articles are for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

2

Any provision or part thereof of these Articles, prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.

2.

NAME OF THE COMPANY

 

The name of the Company is Satixfy Communications Ltd. (and in Hebrew: ).

3.

OBJECTIVES

The objectives of the Company shall be to engage in any activity permitted by law.

4.

PUBLIC COMPANY

The Company is a public company as such term is defined in, and for so long as it qualifies under, the Companies Law.

5.

LIMITED LIABILITY

The liability of each shareholder for the Company’s obligations is limited to the payment of the nominal value of the shares held by such shareholder, subject to the provisions of the Companies Law.

6.

CAPITAL, SHARES AND RIGHTS

6.1

The registered share capital of the Company consists of 250,000,000 Ordinary Shares of no par value per share.

6.2

Subject to Article 13, all issued and outstanding shares of the Company of the same class are of equal rights between them for all intents and purposes concerning the rights set forth in these Articles.

6.3

Subject to Article 13, each issued Ordinary Share entitles its holder to the rights as described below:

6.3.1

The equal right to participate in and vote at the Company’s General Meetings, and each of the shares in the Company shall entitle the holder thereof, who is present at the meeting and participating in the vote, whether in person, or by proxy, to one vote.

6.3.2

The equal right to participate in any Dividend or distribution of bonus shares.

6.3.3

The equal right to participate in the distribution of assets available for distribution in the event of liquidation of the Company.

6.3.4

If two or more persons are registered as joint holders of any shares, any one of such persons may give effectual receipts for any dividend or other monies in respect of such share and his or her confirmation will bind all holders of such share.

6.3.5

Any payment for a share shall be initially credited against the par value of said share and any excess amount shall be credited as a premium for said share, unless determined otherwise in the conditions of the allocation.

7.

SHARE CERTIFICATES

7.1

To the extent that the Board determines that all shares shall be certificated or, if the Board does not so determine, to the extent that any Shareholder requests a share certificate or the Company’s transfer agent so requires, share certificates shall be issued under the corporate seal of the Company or its written, typed or stamped name and shall bear the signature of one Director, the CEO, or any person or persons authorized therefor by the Board. Signatures may be affixed in any mechanical or electronic form, as the Board may prescribe.

7.2

The Company may issue a new certificate in lieu of a certificate that was issued and was lost, defaced, or destroyed, on the basis of such proof and guarantees as the Company may require, and after payment of an amount that shall be prescribed by the Company, and the Company may

3

also replace existing certificates with new certificates, free of charge, subject to such conditions as the Company shall stipulate.

8.

REGISTERED HOLDER

8.1

Except as otherwise provided in these Articles, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and, accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by Statute, be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

8.2

Subject to and in accordance with the provisions of Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the Board may think fit, and, subject to all applicable requirements of law, the Board may from time to time adopt such rules and procedures as it may think fit in connection with the keeping of such branch registers.

9.

ISSUANCE AND REPURCHASE OF SHARES

9.1

The unissued shares from time to time shall be under the control of the Board (and, to the full extent permitted by law, any Committee thereof), which shall have the power to issue or otherwise dispose of shares and of securities convertible or exercisable into or other rights to acquire from the Company to such persons, on such terms and conditions, and either at par or at a premium, or subject to the provisions of the Companies Law and other Statutes, at a discount and/or with payment of commission, and at such times, as the Board (or the Committee, as the case may be) deems fit, and the power to give to any person the option to acquire from the Company any shares or securities convertible or exercisable into or other rights to acquire from the Company, either at par or at a premium, or, subject as aforesaid, at a discount and/or with payment of commission, during such time and for such consideration as the Board (or the Committee, as the case may be) deems fit.

9.2

The Company may at any time and from time to time, subject to the Companies Law and other Statutes, repurchase or finance the purchase of any shares or other securities issued by the Company, in such manner and under such terms as the Board shall determine, whether from any one or more Shareholders. Such purchase shall not be deemed as payment of dividends and as such, no Shareholder will have the right to require the Company to purchase his shares or offer to purchase shares from any other Shareholders.

10.

TRANSFER OF SHARES

10.1

Registration of Transfer — No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board or an officer of the Company to be designated by the CEO) has been submitted to the Company (or its transfer agent), together with any share certificate(s) (if there are any) and such other evidence of title as the Board or an officer of the Company to be designated by the CEO may require. Until the transferee has been registered in the Register of Shareholders in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof.

10.2

The Board, may, from time to time, prescribe a fee of the registration of a transfer, and may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on any applicable stock exchange on which the Company’s shares are then listed for trading.

10.3

Notwithstanding anything to the contrary herein, shares registered in the name of The [Depository Trust Company] or its nominee shall be transferrable in accordance with the policies and procedures of [The Depository Trust Company].

10.4

Suspension of Registration — The Board may, in its discretion to the extent it deems necessary, close the Register and suspend the registration of transfers for a period of time as the Board shall deem fit, and no registration of transfer of shares shall be made by the Company during any such period during which the Register is so closed.

4

11.

TRANSMISSION OF SHARES

11.1

In the case of the death, liquidation, bankruptcy, dissolution, winding-up or a similar occurrence of a shareholder, the legal successors, receivers, or liquidators (as the case may be) of such shareholder shall be the only persons recognized by the Company (after receipt of evidence to the entitlement thereto) as having any title to such shares, but nothing herein contained shall release the estate of the predecessor from any liability in respect of such shares.

11.2

The legal successors may, upon producing such evidence of title as the Board shall require, be registered themselves as holders of the shares, or subject to the provisions as to transfers herein contained, transfer the same to some other person.

12.

CALLS ON SHARES

12.1

The Board may, from time to time, make such calls as it may, in its sole discretion, deem appropriate upon shareholders with respect to the payment of any sum unpaid in respect of shares held by such shareholders which is not, by the terms of allotment thereof or otherwise, payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s) designated by the Board, as any such time(s) may be thereafter extended and/or such person(s) or place(s) changed. Unless otherwise stipulated by the Board (and in the notice hereafter referred to), each payment in response to a call shall be deemed to constitute a pro rata payment on account of all shares in respect of which such call was made.

12.2

Notice of any call for payment by an applicable shareholder(s) shall be given in writing to such applicable shareholder(s) not less than fourteen (14) days prior to the time of payment, specifying the time and place of payment, and designating the person to whom and the place where such payment shall be made; provided, however, that before the time for any such payment fixed in a notice of a call given to a shareholder, the Board may in its absolute discretion, by notice in writing to such shareholder(s), revoke such call in whole or in part, extend such time, or alter such designated person and/or place. In the event of a call payable in installments, only one notice thereof need be given.

12.3

If, by the terms of allotment of any share or otherwise, any amount is made payable at any fixed time, every such amount shall be payable at such time as if it were payable by virtue of a call duly made by the Board and of which due notice had been given, and all the provisions herein contained with respect to calls shall apply to each such amount.

12.4

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof and all interest payable thereon.

12.5

Any amount unpaid in respect of a call shall bear interest from the date on which it is payable until actual payment thereof, at such rate (not exceeding the then prevailing debtor rate charged by leading commercial banks in Israel), and at such time(s) as the Board may prescribe.

12.6

A shareholder shall not be entitled to his rights as shareholder, including the right to dividends, unless such shareholder has fully paid all the notices of call delivered to him, or which according to these Articles are deemed to have been delivered to him, together with interest, linkage and expenses, if any, unless otherwise determined by the Board.

12.7

Upon the allotment of shares, the Board may provide for differences among the allottees of such shares as to the amount of calls and/or the times of payment thereof.

13.

ALTERATIONS OF THE REGISTERED SHARE CAPITAL

13.1

Subject to the Statutes, a General Meeting of shareholders may from time to time resolve to:

(a)

alter or add classes of shares that shall constitute the Company’s registered capital, including shares with preference rights, deferred rights, conversion rights or any other special rights or limitations;

5

(b)

increase the Company’s registered share capital by creating new shares either of an existing class or of a new class;

(c)

consolidate and/or split all or any of its share capital into shares of larger or smaller par value than the existing shares;

(d)

cancel any registered shares not yet allocated, provided that the Company has made no commitment to allocate such shares; and

(e)

reduce the Company’s share capital and any reserved fund for redemption of capital.

13.2

In executing any resolution adopted according to Article 13.1 above, the Board may, at its discretion, resolve any related issues.

13.3

If as a result of a consolidation or split of shares authorized under these Articles, fractions of a share will stand to the credit of any shareholder, the Board is authorized at its discretion, to act as follows:

(a)

Determine that fractions of shares that do not entitle their owners to a whole share, will be sold by the Company and that the consideration for the sale be paid to the beneficiaries, on terms the Board may determine;

(b)

Allot to every shareholder, who holds a fraction of a share resulting from a consolidation and/or split, shares of the class that existed prior to the consolidation and/or split, in a quantity that, when consolidated with the fraction, will constitute a whole share, and such allotment will be considered valid immediately prior to the consolidation or split;

(c)

Determine the manner for paying the amounts to be paid for shares allotted in accordance with Article 13.3(b) above, including on account of bonus shares; and/or

(d)

Determine that the owners of fractions of shares will not be entitled to receive a whole Share in respect of a share fraction or that they may receive a whole share with a different par value than that of the fraction of a share.

13.4

Except as otherwise provided by or pursuant to these Articles or by the conditions of issue, any new share capital shall be considered as part of the original share capital and shall be subject to the same provisions of these Articles with reference to payment of calls, lien, transfer, transmission, forfeiture and otherwise, which applies to the original share capital.

14.

FORFEITURE AND SURRENDER

14.1

If any Shareholder fails to pay an amount payable by virtue of a call, installment or interest thereon as provided for in accordance herewith, on or before the day fixed for payment of the same, the Board may at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect of which such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorneys’ fees and costs of legal proceedings, shall be added to, and shall, for all purposes (including the accrual of interest thereon) constitute a part of, the amount payable to the Company in respect of such call.

14.2

Upon the adoption of a resolution as to the forfeiture of a Shareholder’s share, the Board shall cause notice thereof to be given to such Shareholder, which notice shall state that, in the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended by the Board), such shares shall be ipso facto forfeited, provided, however, that, prior to such date, the Board may cancel such resolution of forfeiture, but no such cancellation shall stop the Board from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.

14.3

Without derogating from Articles 30.2 and 30.8 hereof, whenever shares are forfeited as herein

6

provided, all dividends, if any, theretofore declared in respect thereof and not actually paid shall be deemed to have been forfeited at the same time.

14.4

The Company, by resolution of the Board, may accept the voluntary surrender of any share.

14.5

Any share forfeited or surrendered as provided herein, shall become the property of the Company as a dormant share, and the same, subject to the provisions of these Articles, may be sold, re-issued or otherwise disposed of as the Board deems fit.

14.6

Any person whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual payment, at the rate prescribed in Article 12.5 above, and the Board, in its discretion, may, but shall not be obligated to, enforce or collect the payment of such amounts, or any part thereof, as it shall deem fit. In the event of such forfeiture or surrender, the Company, by resolution of the Board, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the person in question (but not yet due) in respect of all shares owned by such Shareholder, solely or jointly with another.

14.7

The Board may at any time, before any share so forfeited or surrendered shall have been sold, re-issued or otherwise disposed of, nullify the forfeiture or surrender on such conditions as it deems fit, but no such nullification shall stop the Board from re-exercising its powers of forfeiture pursuant to this Article 14.

15.

LIEN

15.1

Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each Shareholder (without regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for his or her debts, liabilities and engagements to the Company arising from any amount payable by such Shareholder in respect of any unpaid or partly paid share, whether or not such debt, liability or engagement has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share. Unless otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.

15.2

The Board may cause the Company to sell a share subject to such a lien when the debt, liability or engagement giving rise to such lien has matured, in such manner as the Board deems fit, but no such sale shall be made unless such debt, liability or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on such Shareholder, his or her executors or administrators.

15.3

The net proceeds of any such sale, after payment of the costs and expenses thereof or ancillary thereto, shall be applied in or toward satisfaction of the debts, liabilities or engagements of such shareholder in respect of such share (whether or not the same have matured), and the remaining proceeds (if any) shall be paid to the Shareholder, his or her executors, administrators or assigns.

16.

SALE AFTER FORFEITURE OR SURRENDER OR FOR ENFORCEMENT OF LIEN

Upon any sale of a share after forfeiture or surrender or for enforcing a lien, the Board may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser’s name to be entered in the Register in respect of such share. The purchaser shall be registered as the shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such sale, and after his or her name has been entered in the Register in respect of such share, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

7

17.

MODIFICATION OF CLASS RIGHTS

17.1

If at any time the share capital is divided into different classes of shares, any change to the rights and privileges of the holders of any such class of shares shall require the approval of a Class Meeting of such class of shares by a Simple Majority (unless otherwise provided by the Statutes or by the terms of issue of the shares of that class), in addition to the Simple Majority of all classes of shares voting together as a single class at a shareholder meeting. The rights and privileges of the holders of any class of shares shall not be deemed to have been altered by creating or issuing shares of any class, including a new class (unless otherwise provided by the terms of issue of the shares of that class).

18.

BORROWING POWERS

The Company may, by resolution of the Board, from time to time, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Company, by resolution of the Board, may also raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it deems fit, and in particular by the issue of debentures or debenture stock of the Company charged upon all or any part of the property of the Company (both present and future) including its unissued and/or its uncalled capital for the time being. Issuance of any series of debentures shall require Board approval.

19.

GENERAL MEETINGS

19.1

Annual general meetings shall be held at least once a calendar year, but not later than fifteen (15) months after the last annual general meeting. The meeting shall be held at such time and at such place, either within or outside Israel, as may be determined by the Board. Such general meetings shall be called “Annual Meetings” and all other general meetings of the Company shall be called “Special Meetings”.

19.2

The Annual Meeting shall transact any business required pursuant to these Articles or the Companies Law, and any other matter as shall be determined by the Board. The Board may convene a Special Meeting by its resolution, and is required to convene a Special Meeting should it receive a request, in writing, from a person or persons entitled, under the Companies Law, to demand such meeting.

19.3

Any request for convening a meeting must specify the purposes for which the meeting is to be called, shall be signed by the persons requesting the meeting, and shall be delivered to the Company’s CEO and Secretary.

19.4

Subject to any Statute, any shareholder or shareholders of the Company holding at least the percentage of voting rights of the Company [required under the Companies Law] in order to be entitled to require inclusion of a matter on the agenda of a General Meeting (the “Proposing Shareholder(s)”) may request, subject to the Companies Law, that the Board include a matter on the agenda of a General Meeting to be held in the future, provided that the Board determines that the matter is appropriate to be considered at a General Meeting (a “Proposal Request”). In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable Statute, and the Proposal Request must comply with the requirements of these Articles (including this Article 19.4) and any applicable Statute. The Proposal Request must be in writing, signed by all of the Proposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the CEO). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable Statute. The announcement of an adjournment or postponement of a General Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to any information required to be included in accordance with applicable Statute, a Proposal Request must include the following: (i) the name, address, telephone number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of

8

the person(s) that controls or manages such entity; (ii) the number of Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such Shares by the Proposing Shareholder(s) as of the date of the Proposal Request, and a representation that the Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii) the matter requested to be included on the agenda of a General Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the General Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting and, if the Proposing Shareholder wishes to have a position statement in support of the Proposal Request, a copy of such position statement that complies with the requirement of any applicable Statute, (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable Statute to be provided to the Company in connection with such matter, if any, has been provided to the Company. The Board, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a General Meeting, as the Board may reasonably require.

A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, share appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

The information required pursuant to this Article shall be updated as of (i) the record date of the General Meeting, (ii) five days before the General Meeting, and (iii) as of the General Meeting, and any adjournment or postponement thereof.

19.5

Subject to applicable law, the Board shall determine the agenda of any General Meeting.

19.6

An amendment to Article 19.4 or this Article 19.6 shall require a Special Majority.

19.7

Notice of General Meetings

(a)

The Company is not required to give notice of a General Meeting, subject to any mandatory provision of the Companies Law.

(b)

The accidental omission to give notice of a General Meeting to any Shareholder, or the non-receipt of notice sent to such Shareholder, shall not invalidate the proceedings at such meeting or any resolution adopted thereat.

9

(c)

No Shareholder present, in person or by proxy, at any time during a General Meeting shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such General Meeting on account of any defect in the notice of such meeting relating to the time or the place thereof, or any item acted upon at such meeting.

(d)

In addition to any places at which the Company may make available for review by Shareholders the full text of the proposed resolutions to be adopted at a General Meeting, as required by the Companies Law, the Company may add additional places for Shareholders to review such proposed resolutions, including an internet site.

19.8

Record Date of General Meetings

Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the Shareholders entitled to notice of or to vote at any General Meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date for a General Meeting, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of Shareholders of record entitled to notice of or to vote at a General Meeting shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

20.

PROCEEDINGS AT GENERAL MEETINGS

20.1

Quorum

(a)

No business shall be transacted at any General Meeting of the Company unless a quorum of shareholders is present at the opening of the General Meeting.

(b)

Except as provided in the following Article with regard to an adjourned General Meeting, the quorum for any General Meeting shall be the presence of at least two shareholders in person or by proxy (including by voting deed) holding 331∕3% of the voting rights in the Company. For this purpose, abstaining shareholders shall be deemed present at the General Meeting.

(c)

If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the General Meeting shall stand adjourned to the same day in the following week at the same time and place or to such other day, time and place as the Board may indicate in a notice to the shareholders. At such adjourned General Meeting any number of shareholders shall constitute a quorum for the business for which the original General Meeting was called.

20.2

Chairperson of the General Meeting

(a)

The Chairperson of the Board shall preside as the Chairperson at every General Meeting, but if there shall be no such Chairperson or if at any meeting the Chairperson shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairperson of the meeting, then any of the following may preside as Chairperson of the meeting (and in the following order): a Director designated by the Board, the CEO, the Chief Financial Officer, the General Counsel/Secretary, or any person designated by any of the foregoing. If at any such meeting none of the foregoing persons is present or all are unwilling or unable to act as Chairperson, the shareholders (or shareholder as the case may be) present at the meeting shall choose a shareholder as chairman of the meeting.

(b)

The Chairperson of the General Meeting may, with the consent of a General Meeting at which a quorum is present, and shall if so directed by the General Meeting, adjourn any meeting, discussion or the resolution with respect to a matter that is on the agenda, from time to time and from place to place as the meeting shall determine. Except as may be required

10

by the Companies Law, no shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

(c)

Subject to Article 20.2(a) above, a vote in respect of the election of the Chairperson of the meeting or regarding a resolution to adjourn the meeting shall be carried out immediately. All other matters shall be voted upon during the meeting at such time and order as decided by the Chairperson of the General Meeting.

21.

VOTE OF SHAREHOLDERS

21.1

No Shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereat), unless all calls then payable by him or her in respect of his or her shares in the Company have been paid.

21.2

All resolutions proposed at any General Meeting will require a Simple Majority, unless otherwise expressly required by the Statutes or these Articles.

21.3

A declaration by the Chairperson of the meeting that a resolution has been adopted or rejected, whether unanimously or with a specific majority and an entry to that effect in the minutes of the meeting shall be regarded as prima facie evidence thereof.

21.4

A General Meeting, the consideration of any matter on its agenda or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place: (i) by the Chairperson of a General Meeting as described in Article 20.2(b) above; or (ii) by the Board (whether prior to or at a General Meeting), but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called.

21.5

The Chairperson of the meeting will not have a second and/or a casting vote. If the vote is tied with regard to a certain proposed resolution such proposal shall be deemed rejected.

21.6

If two or more persons are jointly entitled to a share, the vote of the senior one who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders of the share, and for this purpose seniority shall be determined by the order in which the names stand in the Register.

21.7

A proxy may be appointed in respect of only some of the shares held by a shareholder, and a shareholder may appoint more than one proxy, each empowered to vote by virtue of a portion of the shares.

21.8

A proxyholder need not be a shareholder of the Company.

21.9

The instrument appointing a proxy shall be in writing signed by the appointer or of his attorney-in-fact duly authorized in writing. A corporate entity shall vote by a representative duly appointed in writing by such entity. Any instrument appointing a representative of a corporate entity or a proxy at a form satisfactory to the Company (whether for a specified meeting or otherwise) shall be in a form satisfactory to the Company.

Such instrument shall be duly signed by the appointer or his duly authorized attorney or, if such appointer is a company or other corporate body, under its common seal, stamp or printed name or the hand of its duly authorized agent(s) or attorney(s).

21.10

If a Shareholder is a minor, under protection, bankrupt or legally incompetent, or in the case of a corporation, is in receivership or liquidation, it may vote through his or its trustees, receiver, liquidator, natural guardian or another legal guardian, as the case may be, and the persons listed above may vote in person or by proxy.

21.11

Unless otherwise determined by the Board, the instrument of appointment must be submitted

11

to the Office no later than 48 hours prior to the time fixed for such General Meeting to be attended by such proxy or representative. Notwithstanding the above, the Chairperson of the meeting shall have the right to waive the time requirement provided above with respect to all instruments of appointment and to accept any and all instruments of appointment until the beginning of a General Meeting.

21.12

Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairperson, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under these Articles for such new appointment), provided such notice of cancellation or instrument appointing a different proxy is so received at the place and within the time for delivery of the instrument revoked thereby as referred to in these Articles, or (ii) if the appointing Shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairperson of such meeting of written notice from such Shareholder of the revocation of such appointment, or if and when such Shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment, or the presence in person or vote of the appointing Shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of this Article 21.12 at or prior to the time such vote was cast.

21.13

A shareholder being of unsound mind or pronounced to be unfit to vote by a competent court of law may vote through a legally appointed guardian or any other representative appointed by a court of law to vote on behalf of such shareholder.

21.14

A shareholder entitled to vote may signify in writing his approval of, or dissent from, or may abstain from any resolution included in a proxy instrument furnished by the Company. A proxy instrument may include resolutions pertaining to such issues which are permitted to be included in a proxy instrument according to the Statutes, and such other issues which the Board may decide, in a certain instance or in general, to allow voting through a proxy. A shareholder voting or abstaining through a proxy instrument shall be taken into account in determining the presence of a quorum as if such shareholder is present at the meeting.

21.15

The Chairperson of the General Meeting shall be responsible for recording the minutes of the General Meeting and any resolution adopted.

21.16

A defect in convening or conducting a General Meeting, including a defect resulting from the non-fulfillment of any provision or condition set forth in the Companies Law or these Articles, including with regard to the manner of convening or conducting the General Meeting, shall not disqualify any resolution passed at the General Meeting and shall not affect the discussions or decisions which took place thereat.

21.17

The provisions of this Article 21 relating to General Meetings shall, mutatis mutandis, apply to Class Meetings.

21.18

Effect of Death of Appointer of Transfer of Share and or Revocation of Appointment

(a)

A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the prior death or bankruptcy of the appointing Shareholder (or of his or her attorney-in-fact, if any, who signed such instrument), or the transfer of the share in respect of which the vote is cast, unless written notice of such matters shall have been received by the Company or by the Chairperson of such meeting prior to such vote being cast.

(b)

Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairperson, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment thereunder (or the

12

authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under this Article 21.18(b) for such new appointment), provided such notice of cancellation or instrument appointing a different proxy is so received at the place and within the time for delivery of the instrument revoked thereby as referred to in this Article 21.18(b), or (ii) if the appointing Shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairperson of such meeting

22.

DIRECTORS

22.1

Powers, Number of Directors, Composition & Election

(a)

The Board shall have and execute all powers and/or responsibilities allocated to the Board by the Statutes and these Articles, including, without limitation, (i) the powers granted to the Board pursuant to Section 92 of the Companies Law, and (ii) setting the Company’s policies and supervision over the execution of the powers and responsibilities of the CEO. The Board may execute any power of the Company that is not specifically allocated by the Statutes or by these Articles to another organ of the Company.

(b)

Without limiting the generality of the foregoing, the Board may, from time to time, set aside any amount(s) out of the profits of the Company as a reserve or reserves for any purpose(s) which the Board, in its absolute discretion, shall deem fit, including without limitation, capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to time deal with and vary such investments and dispose of all or any part thereof, and employ any such reserve or any part thereof in the business of the Company without being bound to keep the same separate from other assets of the Company, and may subdivide or re-designate any reserve or cancel the same or apply the funds therein for another purpose, all as the Board may from time to time think fit.

(c)

The number of directors on the Board shall be no less than three (3) but no more than twelve (12), including any External Directors required to be appointed by the Companies Law (if required). A reduction of the maximum number of directors on the Board under this Article 22.1(c), shall not affect the term in office of serving directors determined prior to such reduction.

(d)

The directors, excluding the External Directors, shall be classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, hereby designated as Class I, Class II and Class III. The Board may assign members of the Board already in office to such classes at the time such classification becomes effective.

(1)

The term of office of the initial Class I directors shall expire at the first Annual Meeting to be held in 2023 and when their successors are elected and qualified;

(2)

The term of office of the initial Class II directors shall expire at the first Annual Meeting following the Annual Meeting referred to in Article 22.1(d)(1) above and when their successors are elected and qualified, and

(3)

The term of office of the initial Class III directors shall expire at the first Annual Meeting following the Annual Meeting referred to in Article 22.1(d)(2) above and when their successors are elected and qualified.

(4)

If the number of Directors (excluding External Directors, if any were elected) that comprises the Board is hereafter changed by the Board, any newly created directorships or decrease in directorships shall be so apportioned by the Board among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

13

(e)

At each Annual Meeting, commencing with the Annual Meeting to be held in 2023, each of the successors elected to replace the directors of a Class whose term shall have expired at such Annual Meeting shall be elected to hold office until the third Annual Meeting next succeeding his or her election and until his or her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each director shall serve until his or her successor is elected and qualified or until such earlier time as such director’s office is vacated.

(f)

The Board may at any time and from time to time appoint any person as a director to fill a vacancy (whether such vacancy is due to a director no longer serving or due to the number of directors serving being less than the maximum number stated in Article 22.1(c) above). In the event of one or more such vacancies in the Board, the continuing directors may continue to act in every matter; provided, however, that if their number is less than the minimum number provided for pursuant to Article 22.1(c) above, they may only act in an urgent matter or to fill the office of a director which has become vacant up to a number equal to the minimum number provided for pursuant to Article 22.1(c) above. The office of a director that was appointed by the Board to fill any vacancy shall only be for the remaining period of time during which the director whose service has ended was filled would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number stated in Article 22.1(c) above, the Board shall determine at the time of appointment the class pursuant to Article 22.1(d) above, to which the additional director shall be assigned. Other than as provided in this Article 22.1(f) directors may be elected only at Annual Meetings.

(g)

Prior to every General Meeting of the Company at which directors are to be elected, and subject to clauses (a) and (h) of this Article, the Board (or a Committee thereof) shall select, by a resolution adopted by a majority of the Board (or such Committee), a number of persons to be proposed to the shareholders of the Company for election as directors at such General Meeting (the “Nominees”).

(h)

Any Proposing Shareholder requesting to include on the agenda of a General Meeting a nomination of a Person to be proposed to the Shareholders for election as director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 22.1(h) and Article 19.4 and applicable Statute. Unless otherwise determined by the Board, a Proposal Request relating to an Alternate Nominee is deemed to be a matter that is appropriate to be considered only at an Annual Meeting. In addition to any information required to be included in accordance with applicable Statute, such a Proposal Request shall include information required pursuant to Article 19.4, and shall also set forth: (i) the name, address, telephone number and email address of the Alternate Nominee and all citizenships and residencies of the Alternate Nominee; (ii) a description of all arrangements, relations or understandings during the past three (3) years, and any other material relationships, between the Proposing Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed by the Alternate Nominee that he consents to be named in the Company’s notices and proxy materials relating to the General Meeting, if provided or published, and, if elected, to serve on the Board and to be named in the Company’s disclosures and filings, (iv) a declaration signed by each Alternate Nominee as required under the Companies Law and any other applicable Statute for the appointment of such an Alternate Nominee and an undertaking that all of the information that is required and regulations to be provided to the Company in connection with such an appointment has been provided (including, information in respect of the Alternate Nominee as would be provided in response to the applicable disclosure requirements); (v) a declaration made by the Alternate Nominee of whether he meets the criteria for an independent director and, if applicable, External Director of the Company under the Companies Law or under any applicable Statute, and if not, then an explanation of why not; and (vi) any other information required at the time of submission of the Proposal Request by applicable Statute. In addition, the Proposing Shareholder(s) and each Alternate Nominee shall promptly provide

14

any other information reasonably requested by the Company, including a duly completed director and officer questionnaire, in such form as may be provided by the Company, with respect to each Alternate Nominee. To be timely, a Proposal Request relating to an Alternate Nominee shall be delivered to, or mailed and received by, the Secretary of the Company at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Company no earlier than 120 days prior to such Annual Meeting and no later than the later of 70 days prior to the date of the Annual Meeting or the 10th day following the day on which public announcement of the date of the Annual Meeting was first made by the Company. The Board may refuse to acknowledge the nomination of any person not made in compliance with the foregoing. The Company shall be entitled to publish any information provided by a Proposing Shareholder or Alternate Nominee pursuant to this Article 22.1(h) and Article 19.4, and the Proposing Shareholder and Alternate Nominee shall be responsible for the accuracy and completeness thereof.

The Nominees or Alternate Nominees shall be elected by a resolution adopted at the General Meeting at which they are subject for election. Notwithstanding Article 19.4, in the event of a Contested Election (as defined below), the method of calculation of the votes and the manner in which the resolutions will be presented to the General Meeting shall be determined by the Board in its discretion. In the event that the Board does not or is unable to make a determination on such matter, then the method described in clause (ii) below shall apply. The Board may consider, among other things, the following methods: (i) election of competing slates of director nominees (determined in a manner approved by the Board) by a majority of the voting power represented at the General Meeting in person or by proxy and voting on such competing slates, (ii) election of individual directors by a plurality of the voting power represented at the General Meeting in person or by proxy and voting on the election of directors (which shall mean that the nominees receiving the largest number of “for” votes will be elected in such Contested Election), (iii) election of each nominee by a majority of the voting power represented at the General Meeting in person or by proxy and voting on the election of directors, provided that if the number of such nominees exceeds the number of directors to be elected, then as among such nominees the election shall be by plurality of the voting power as described above, and (iv) such other method of voting as the Board deems appropriate, including use of a “universal proxy card” listing all Nominees and Alternate Nominees by the Company. For the purposes of these Articles, election of directors at a General Meeting shall be considered a “Contested Election” if the aggregate number of Nominees and Alternate Nominees at such meeting exceeds the total number of Directors to be elected at such meeting, with the determination thereof being made by the Secretary (or, in the absence thereof, by the CEO of the Company) as of the close of the applicable notice of nomination period under these Articles or under applicable law, based on whether one or more notice(s) of nomination were timely filed in accordance herewith; provided, however, that the determination that an election is a Contested Election shall not be determinative as to the validity of any such notice of nomination; and provided further, that, if, prior to the time the Company mails its initial proxy statement in connection with such election of directors, one or more notices of nomination of an Alternate Nominee are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a Contested Election. At any General Meeting at which Directors are to be elected, each shareholder shall be entitled to cast a number of votes with respect to nominees for election to the Board up to the total number of Directors to be elected at such meeting. Shareholders shall not be entitled to cumulative voting in the election of Directors, except to the extent specifically set forth in this Article.

(i)

The term of office of a director shall commence on the date of such director’s election by the Annual Meeting or by the Board or on a later date, should such date be determined in the resolution of appointment of the Annual Meeting or of the Board.

15

(j)

This Article 22.1 may only be amended, replaced or suspended by a resolution of the Special Majority.

(k)

Notwithstanding anything to the contrary in these Articles, the election, qualification, removal, or dismissal of External Directors shall be in accordance with the applicable provisions set forth in the Companies Law.

22.2

Remuneration

The Company shall determine the remuneration of the directors, if any, in accordance with the Companies Law.

22.3

Chairperson of the Board

The Board shall appoint one of its members to serve as the Chairperson and may replace the Chairperson from time to time. The Chairperson shall preside at meetings of the Board, but if at any meeting the Chairperson is not present within fifteen (15) minutes after the time appointed for holding the meeting, the present directors shall choose a present director to be chairman of such meeting.

22.4

Vacation of Office

The office of a Director shall be vacated and he shall be dismissed or removed:

(a)

ipso facto, upon his death;

(b)

if he is prevented by any Statute from serving as a Director;

(c)

if the Board determines that due to his mental or physical state he is unable to serve as a director;

(d)

if his directorship expires pursuant to these Articles and/or applicable law;

(e)

by a resolution adopted at a General Meeting by a Special Majority. Such removal shall become effective on the date fixed in such resolution;

(f)

by his written resignation, such resignation becoming effective on the date fixed therein, or upon the delivery thereof to the Company, whichever is later; or

(g)

with respect to an External Director, if so elected, and notwithstanding anything to the contrary herein, only pursuant to applicable law.

23.

PROCEEDINGS OF THE DIRECTORS

23.1

The directors shall meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they deem fit, subject to these Articles.

23.2

Unless otherwise determined by the Board, written notice of any meeting of the Board and the agenda setting out the matters to be discussed at such meeting, shall be given to all directors at least forty-eight (48) hours (or such shorter notice (i) if all the directors so agree or (ii) in the case of emergency, if a majority of the directors so agree) before the meeting. A majority of the members of the Board may decide to hold a meeting without such notice, provided the Chairperson participates in such meeting.

23.3

Quorum

No business shall be transacted at any meeting of the Board unless a quorum of directors is present when a meeting is called to order. A quorum shall be deemed to exist when there are present at least a majority of those members of the Board then in office who are not legally prevented from participating and voting in the meeting.

If a quorum is not present at the meeting of the Board within half an hour after the time scheduled for the meeting, the meeting may be adjourned to another time as shall be decided by

16

the Chairperson, or in his absence, the directors present at the meeting, provided that notice of no less than forty-eight (48) hours in advance shall be given to all the directors of the time of the adjourned meeting. A directors may waive the necessity of such notice either beforehand or retrospectively. The quorum for the commencement of the adjourned meeting shall be at least one member of the Board.

23.4

Methods of Attending Meetings

Some or all of the directors may attend meetings of the Board through computer network, telephone or any other media of communication, enabling all the directors participating to hear and communicate with each other simultaneously, provided that due prior notice detailing the time and manner of holding a given meeting is served upon all the directors. The Board may waive the necessity of such notice either beforehand or retrospectively.

Any resolution adopted by the Board in such a meeting, pursuant to the provisions of these Articles, will be recorded in writing and signed by the Chairperson (or in his absence by the chairman of the meeting), and shall be valid as if adopted at a meeting of the Board duly convened and held.

23.5

A resolution in writing signed by all of the directors eligible to participate in the discussion and vote on such resolution, or in respect of which all such directors have agreed (in writing by mail, fax, or electronic mail) not to convene, shall be as valid and effective for all purposes as if passed at a meeting of the Board duly convened and held.

Any such resolution may consist of several counterparts, each signed by one or more directors. Such resolution in writing shall be effective as of the last date appearing on the resolution, or if the resolution is signed in two or more counterparts, as of the last date appearing on the counterparts.

23.6

While exercising his/her voting right, each director shall have one vote. Resolutions of the Board will be decided by a simple majority of the directors present and voting, not taking into consideration abstaining votes, except as otherwise provided in these Articles or by the Statutes. In the event the vote is tied, the Chairperson of the Board shall have a casting vote.

23.7

Alternate Director

(a)

Pursuant to the Companies Law, any director may, from time to time, appoint, remove or replace any person from acting as his alternate (the “Alternate Director”); provided that the appointment of such person shall have effect only upon and subject to its being approved by the Board. The appointment of an Alternate Director does not negate the responsibility of the appointing director and such responsibility shall continue to apply to such appointing director — taking into account the circumstances of the appointment.

(b)

An Alternate Director shall be entitled, while holding office, to receive notices of meetings of the Board and to attend and vote as a director at any meetings at which the appointing director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing director. Provided however, that (i) he may not in turn appoint an alternate for himself (unless the instrument appointing him otherwise expressly provides and such appointment is approved by the Board), and (ii) an Alternate Director shall have no standing at any meeting of the Board or any Committee thereof while the appointing director is present.

(c)

Any individual, who qualifies to be a member of the Board, may act as an Alternate Director. One person may not act as Alternate Director for several directors or if he is serving as a director.

(d)

Any notice to the Company pursuant to Article 23.7(a) shall be given in person to, or by sending the same by mail to the attention of the Chairperson of the Board at the principal office of the Company or to such other person or place as the Board shall have determined for

17

such purpose, and shall become effective on the date fixed therein, upon the receipt thereof by the Company (at the place as aforesaid) or upon the approval of the appointment by the Board, whichever is later.

(e)

The office of an Alternate Director shall be vacated under the circumstances, mutatis mutandis, set forth in Article 22.4, and such office shall ipso facto be vacated if the office of the director who appointed such Alternate Director is vacated, for any reason.

23.8

Delegation of Powers

(a)

The Board may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees (in these Articles referred to as a “Committee”), each consisting of one or more persons, and it may from time to time revoke such delegation or alter the composition of any such Committee. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board, subject to applicable law. No regulation imposed by the Board on any Committee and no resolution of the Board shall invalidate any prior act done pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board had not been adopted. The meetings and proceedings of any such Committee shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board, to the extent not superseded by any regulations adopted by the Board. Unless otherwise expressly prohibited by the Board or the applicable law, in delegating powers to a Committee, such Committee shall be empowered to further delegate such powers. If the Board delegates powers to a Committee, at least one External Director shall serve on such Committee.

(b)

Without derogating from the provisions of Article 26, the Board may from time to time appoint a Secretary to the Company, as well as officers, agents, employees and independent contractors, as the Board deems fit, and may terminate the service of any such person. The Board may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons.

(c)

The Board may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

23.9

Meetings of Committees and proceedings thereat (including the convening of the meetings, the election of the chairman and the votes) shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and unless otherwise determined by the Board, including by an adoption of a charter governing the Committee proceedings.

23.10

Notwithstanding anything to the contrary herein, failure to deliver notice to a Director of any such meeting in the manner required hereby may be waived by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect is waived prior to action being taken at such meeting, by all Directors entitled to participate at such meeting to whom notice was not duly given as aforesaid. Without derogating from the foregoing, no Director present at any time during a meeting of the Board shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such meeting on account of any defect in the notice of such meeting relating to the date, time or the place thereof or the convening of the meeting.

24.

CONFLICT OF INTEREST; APPROVAL OF CERTAIN TRANSACTIONS WITH RELATED PARTIES

Subject to the Companies Law and these Articles, a transaction between the Company and an Office Holder, and a transaction between the Company and another entity in which an Office Holder of the

18

Company has a personal interest, in each case, which is not an Extraordinary Transaction (as defined by the Companies Law), shall require only approval by the Board or a Committee of the Board subject to the Companies Law. Such authorization, as well as the actual approval, may be for a particular transaction or more generally for specific type of transactions. Subject to the provisions of the Companies Law and these Articles, no Director shall be disqualified by virtue of his office from holding any office or place of profit in the Company or in any company in which the Company shall be a shareholder or otherwise interested, or from contracting with the Company as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested, be avoided, nor, other than as required under the Companies Law, shall any Director be liable to account to the Company for any profit arising from any such office or place of profit or realized by any such contract or arrangement by reason only of such Director’s holding that office or of the fiduciary relations thereby established, but the nature of his interest, as well as any material fact or document, must be disclosed by him at the meeting of the Board at which the contract or arrangement is first considered, if his interest then exists, or, in any other case, at no later than the first meeting of the Board after the acquisition of his interest.

25.

RECORDS AND VALIDITY OF ACTS

25.1

The minutes of the General Meeting or the Board or any Committee thereof, shall be recorded in the Company’s minutes book, as required under the Statutes, signed by the Chairperson or the chairman of a certain meeting. Such signed minutes shall be deemed prima facie evidence of the meeting and the resolutions resolved therein.

25.2

All acts done bona fide by any meeting of the Board or of a Committee or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

26.

CHIEF EXECUTIVE OFFICER

26.1

The Board shall from time to time appoint one or more persons, whether or not directors, as CEO of the Company who shall have the powers and authorities set forth in the Companies Law, and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board as the Board may deem fit, subject to such limitations and restrictions as the Board may from time to time prescribe. Such appointment(s) may be either for a fixed term or without any limitation of time, and the Board may from time to time (subject to any additional approvals required under, and the provisions of, the Companies Law and of any contract between any such person and the Company) fix their salaries and compensation, remove, or dismiss them from office and appoint another or others in his or their place or places.

26.2

Unless otherwise determined by the Board, the CEO shall have authority with respect to the management and operations of the Company in the ordinary course of business.

27.

INSURANCE, EXCULPATION, AND INDEMNITY

27.1

Insurance of Office Holders

(a)

The Company may insure the liability of an Office Holder, to the fullest extent permitted under applicable law.

(b)

Without derogating from the aforesaid, the Company may enter into a contract to insure the liability of an Office Holder therein for an obligation imposed on him in consequence of an act done in his capacity as an Office Holder in the Company or as an office holder in an affiliate of the company, including in any of the following cases:

(1)

A breach of the duty of care vis-a-vis the Company or vis-a-vis another person.

19

(2)

A breach of the duty of loyalty vis-a-vis the Company, provided that the Office Holder acted in good faith and had a reasonable basis to believe that the act would not harm the Company;

(3)

A monetary obligation imposed on him in favor of another person;

(4)

A monetary liability imposed on such Office Holder in favor of a payment to an injured party at an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law and expenses regarding Administrative Procedures conducted in connection with such Office Holder and/or in connection with a monetary sanction, including reasonable litigation expenses and reasonable attorney’s fees;

(5)

Any other matter in respect of which it is permitted or will be permitted under any Statute to insure the liability of an Office Holder in the Company, and to the extent such law requires the inclusion of a provision permitting such insurance in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 50P of the EC Law, if and to the extent applicable).

27.2

Indemnity of Office Holders

The Company may indemnify an Office Holder, to the fullest extent permitted under applicable law. Without derogating from the aforesaid, the Company may indemnify an Office Holder for a liability or expense imposed on him in consequence of an act done in his capacity as an Office Holder in the Company or as an office holder in an affiliate of the company, including as follows:

(1)

a monetary liability incurred by or imposed on the Office Holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court;

(2)

reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the Office Holder as a result of an investigation or proceeding filed against the Office Holder by an authority authorized to conduct such investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such Office Holder and without the imposition on him of any monetary obligation in lieu of a criminal proceeding; (ii) concluded without the filing of an indictment against the Office Holder but with the imposition of a monetary obligation on the Office Holder in lieu of criminal proceedings for an offense that does not require proof of criminal intent; or (iii) in connection with a monetary sanction;

(3)

reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder or which were imposed on the Office Holder by a court (i) in a proceeding instituted against the Office Holder by the Company, on its behalf, or by a third party, or (ii) in connection with criminal indictment of which the Office Holder was acquitted, or (iii) in a criminal indictment which the Office Holder was convicted of an offense that does not require proof of criminal intent;

(4)

a monetary liability imposed on the Office Holder in favor of all the injured parties by the breach in an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;

(5)

expenses expended by the Office Holder with respect to an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and

(6)

any other obligation or expense in respect of which it is permitted or will be permitted under applicable Statute to indemnify an Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then

20

such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 50P(b)(2) of the EC Law, if and to the extent applicable.

27.3

Advance Indemnity

The Company may give an advance undertaking to indemnify an Office Holder therein including in respect of the following matters:

(1)

matters as detailed in Article 27.2(1), provided however, that the undertaking is restricted to events, which in the opinion of the Board, are anticipated in light of the Company’s activities at the time of granting the obligation to indemnify and is limited to a sum or measurement determined by the Board as reasonable under the circumstances; and

(2)

matters as detailed in Articles 27.2(2) through 27.2(6).

27.4

Retroactive Indemnity

Subject to the provisions of the Companies Law, the Company may indemnify an Office Holder in the Company or as an office holder in an affiliate of the company retroactively up to the maximum extent permitted under the Statute.

27.5

Exculpation

The Company may exempt and exculpate an Office Holder in advance for all or any of his liability for damage in consequence of a breach of the duty of care vis-a-vis the Company, to the fullest extent permitted under the Statutes. However, the Company may not exempt a director in advance from his liability toward the Company due to the breach of his/her duty of care in a Dividend distribution.

27.6

Insurance, Exculpation, and Indemnity — General

(a)

The above provisions with regard to insurance, exemption, exculpation and indemnity are not and shall not limit the Company in any way with regard to its entering into an insurance contract and/or with regard to the grant of indemnity and/or exemption and/or exculpation in connection with a person who is not an Office Holder of the Company, including employees, contractors or consultants of the Company, all subject to any applicable law.

(b)

The Company may enter into a contract in relation to exemption, exculpation, indemnification and insurance of Office Holders in companies under its control, related companies and other companies in which it has any interest, to the maximum extent permitted under the Statutes, and in this context the foregoing provisions in relation to exemption, exculpation, indemnification and insurance of Office Holders in the Company shall apply, mutatis mutandis.

(c)

Any amendment to the Companies Law any other Statute adversely affecting the right of any Office Holder to be indemnified, insured, exculpated or exempted pursuant to Articles 27.1 to 27.5 and any amendments to Articles 27.1 to 27.5 shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify, insure, exculpate or exempt an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

(d)

An undertaking in relation to exemption, exculpation, indemnification and insurance of an Office Holder as aforesaid may also be valid after the office of such Office Holder in the Company has terminated.

28.

APPOINTMENT OF AN AUDITOR

28.1

Subject to the Statutes, the Annual Meeting shall appoint an Auditor for a period ending at the

21

next Annual Meeting, or for a longer period, but no longer than until the third Annual Meeting after the meeting at which the Auditor has been appointed. The same Auditor may be re-appointed.

28.2

Subject to the Statutes, the terms of service (including fees) of the Auditor for the audit services shall be determined by the Board, at its discretion, or a committee of the Board if such determination was delegated to a committee, including undertakings or payments to the Auditor. The Board shall report the fees of the Auditor to the Annual Meeting.

29.

SIGNATORIES

Signatory rights on behalf of the Company shall be determined from time to time by the Board.

30.

DIVIDENDS

30.1

The Board may from time declare, and cause the Company to pay, such dividend as may appear to the Board to be justified by the profits of the Company and as permitted by the Companies Law. The Board shall determine the time for payment of such dividends and the record date for determining the shareholders entitled thereto.

30.2

Subject to the provisions of these Articles and subject to the rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred rights or not granting any rights with respect to dividends, any dividend paid by the Company shall be allocated among the shareholders entitled thereto in proportion to their respective holdings of the shares in respect of which such dividends are being paid.

30.3

No dividend shall carry interest as against the Company.

30.4

The Board may determine that the Company (i) may cause any moneys, investments, or other assets forming part of the undivided profits of the Company, standing to the credit of a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the Company and available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized and distributed among such of the Shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion, on the footing that they become entitled thereto as capital; and (ii) may cause such distribution or payment to be accepted by such Shareholders in full satisfaction of their interest in the said capitalized sum.

30.5

All unclaimed dividends or other moneys payable in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The payment by the Directors of any unclaimed dividend or such other moneys into a separate account shall not constitute the Company a trustee in respect thereof, and any dividend unclaimed after a period of one (1) year (or such other period determined by the Board) from the date of declaration of such dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the Company, provided, however, that the Board may, at its discretion, cause the Company to pay any such dividend or such other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal (and only the principal) of any unclaimed dividend of such other moneys shall be, if claimed, paid to a person entitled thereto.

30.6

Any dividend or other moneys payable in cash in respect of a share, less the tax required to be withheld pursuant to applicable law, may, as determined by the Board in its sole discretion, be paid by check or payment order sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose name is registered first in the Register or his bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under these Articles, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board deems appropriate. Every such

22

check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company.

30.7

The Board may settle, as it deems fit, any difficulty arising with regard to the distribution of dividends, bonus shares or otherwise, and in particular, to issue certificates for fractions of shares and sell such fractions of shares in order to pay their consideration to those entitled thereto, or to set the value for the distribution of certain assets and to determine that cash payments shall be paid to the Shareholders on the basis of such value, or that fractions whose value is less than NIS 0.01 shall not be taken into account. The Board may instruct to pay cash or convey these certain assets to a trustee in favor of those people who are entitled to a dividend, as the Board shall deem appropriate.

30.8

The Board may deduct from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by him or her to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction whatsoever.

(a)

The Board may retain any dividend or other moneys payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or toward satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.

(b)

The Board may retain any dividend or other moneys payable or property distributable in respect of a share in respect of which any person is, under Article 10, entitled to become a Shareholder, or which any person is, under said Article, entitled to transfer, until such person shall become a Shareholder in respect of such share or shall transfer the same.

30.9

If two or more persons are registered as joint holders of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable in respect of such share.

31.

REDEEMABLE SECURITIES

The Company may, subject to applicable law, issue redeemable securities and redeem the same upon terms and conditions to be set forth in a written agreement between the Company and the holder of such securities or in their terms of issuance.

32.

ACCOUNTS

The Company’s books of account shall be kept at the office of the Company, or at such other place or places as the Board may think fit, and they shall always be open to inspection by all directors. No shareholder, not being a director, shall have any right to inspect any account or book or other similar document of the Company, except as conferred by law or authorized by the Board. The Company shall not be required to send copies of its annual financial statements to its shareholders except as required by Statute.

33.

DONATIONS

The Company may make donations of reasonable amounts, as the Board may determine in its discretion, to worthy causes, even if such donations are not within the framework of business considerations to maximize the Company’s profits.

34.

NOTICES

34.1

Subject to the Statutes, notice or any other document which the Company shall deliver and which it is entitled or required to give pursuant to the provisions of these Articles and/or the Statutes shall be delivered by the Company to any person, in any one of the following manners as the Company may choose: in person, by mail, transmission by email or by other electronic form.

23

Any notice or other document which shall be sent shall be deemed to have reached its destination:

(i)

in the case of mailing, seventy-two (72) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight hours after it has been posted;

(ii)

in the case of overnight air courier, on the next Business Day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner than three Business Days after it has been sent;

(iii)

in the case of personal delivery, when actually tendered in person, to such addressee;

(iv)

in the case of facsimile, email or other electronic transmission, on the first Business Day (during normal business hours in place of addressee) on which the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by the addressee or delivery confirmation from the addressee’s email or other communication server.

If a notice is, in fact, received by the addressee, it shall be deemed to have been duly served, when received, notwithstanding that it was defectively addressed or failed, in some other respect, to comply with the provisions of this Article 34.

Should it be required to prove delivery, it shall be sufficient to prove that the notice or document sent contains the correct mailing or e-mail details as registered in the Register or any other address which the shareholder submitted in writing to the Company as the address and fax or e-mail details for the submission of notices or other documents.

Notwithstanding anything to the contrary hereunder, subject to the provisions of the Statutes, a notice to a shareholder (including a notice by the Company of a General Meeting) may be served, as a general notice to all shareholders, published by the Company on the website of the Company or any appropriate government agency, in accordance with applicable rules and regulations of any stock market upon which the Company’s shares are listed and, if so published, shall be deemed to have been duly given on the date of such publication to any shareholder.

In cases where it is necessary to give advance notice of a particular number of days or notice which shall remain in effect for a particular period, the day the notice was sent shall be excluded and the scheduled day of the meeting or the last date of the period shall be included in the count.

The Company shall not be required to give notice to its registered shareholders pursuant to the Companies Law, unless otherwise required by Statutes. Subject to the Statutes, the Company shall not be required to send notices to any shareholder who is not registered in the Register or has not provided the Company with accurate and sufficient mailing details.

34.2

Any notice to be given to the shareholders shall be given, with respect to joint shareholders, to the person whose name appears first in the Register as the holder of the said share, and any notice so given shall be sufficient notice for all holders of the said share.

34.3

Any notice or other document served upon or sent to any shareholder in accordance with these Articles shall, notwithstanding that he be then deceased or bankrupt, and whether the Company received notice of his death or bankruptcy or not, be deemed to be duly served or sent in respect of any shares held by him (either alone or jointly with others) until some other person is registered in his stead as the holder or joint holder of such shares, and such service or sending shall be a sufficient service or sending on or to his heirs, executors, administrators or assigns and all other persons (if any) interested in such share.

34.4

The accidental omission to give notice to any shareholder or the non-receipt of any such notice shall not cancel or annul any action made in reliance on the notice.

24

35.

LOCK-UP

35. 1

The following terms shall have the meanings as defined below for all purposes of this Article 35.

“Affiliate” means any other entity which controls, is controlled by, or is under common control with, such shareholder.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 8, 2022, by and among the Company, SatixFy MS, a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and Endurance Acquisition Corp., a Cayman Islands exempted company.

“Equity Grant Agreement” means that certain Equity Grant Agreement, dated as of February 1, 2022, by and among the Company, FP Credit Partners, L.P., FP Credit Partners Phoenix, L.P., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

“Francisco Partners” means FP Credit Partners, L.P., FP Credit Partners Phoenix, L.P., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., collectively.

“Lock-up Period” shall mean with respect to the shareholders who are shareholders of the Company immediately prior to the Closing Date and their respective Lock-up Permitted Transferees, the period beginning on the date of the closing (the “Closing”) of the Business Combination (the “Closing Date”), and ending on the date that is one hundred and eighty (180) days following the Closing Date.

“Lock-up Shares” shall mean, with respect to the shareholders who are shareholders of the Company immediately prior to the Closing Date and their respective Lock-up Permitted Transferees, the Ordinary Shares held by such shareholders immediately prior to the Closing (excluding, for the avoidance of doubt, any Ordinary Shares purchased in a private placement in connection with the Business Combination or acquired in the public market following the Closing) and any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other instrument held by the shareholders as of immediately prior to the Closing (excluding, for the avoidance of doubt, SPAC Warrants and PIPE Warrants).

“PIPE Warrants” means the warrants to purchase Ordinary Shares issued pursuant to that certain Warrant Agreement, dated as of [•], 2022, by and among the Company and Continental Stock Transfer & Trust Company, a New York corporation.

“SPAC Warrants” shall mean the warrants issued pursuant to that certain warrant agreement, dated as of September 14, 2021, by and among the Endurance Acquisition Corp., a Cayman Islands exempted company, Continental Stock Transfer & Trust Company, a New York corporation, and the other parties thereto, as amended by the Warrant Assumption Agreement.

“Transfer” shall mean, directly or indirectly, the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, with respect to, any security, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any other derivative transaction with respect to, any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

35.2

Subject to Section 35.2, all shareholders which are shareholders of the Company immediately prior to the Closing Date (other than Francisco Partners, with respect to the Ordinary Shares it acquired pursuant to the Equity Grant Agreement) agree that they shall not Transfer any Lock-up Shares or any instruments exercisable or exchangeable for, or convertible into, such Lock-up Shares until the end of the Lock-up Period (the “Lock-up”). For the further avoidance of doubt, securities acquired by a shareholder in open market transactions subsequent to March 8, 2022 shall not be subject to the Lock-up.

35.3

Notwithstanding the provisions set forth in Section 35.1, each shareholder and its Lock-up

25

Permitted Transferees (other than Francisco Partners, with respect to the Ordinary Shares it acquired pursuant to the Equity Grant Agreement) may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) such shareholder’s investors, officers or directors, (ii) any direct or indirect controlled Affiliates or immediate family members of such shareholder’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), or (iii) any direct or indirect controlled Affiliates of the shareholders that are not competitors of the Company or any employees of any such Affiliates; (b) in the case of an individual, (i) by bona fide gift or charitable contribution without consideration, (ii) by virtue of laws of descent and distribution upon death of the individual and (iii) pursuant to a qualified domestic relations order; (c) by virtue of such shareholder’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of such Holder; (d) in connection with a bona fide gift or charitable contribution without consideration; (e) with the written consent of the Board or (f) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (f) as approved by the Board or a duly authorized committee thereof, which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date (collectively, the “Lock-up Permitted Transferees”); provided, however, that in the case of clauses (a) through (d) such Lock-up Permitted Transferee must execute an agreement to be bound in writing by the restrictions set forth in this Article 35.

36.

WINDING-UP

If the Company is wound up, then, subject to applicable Statutes and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution among the shareholders shall be distributed to them in proportion to the nominal value of their respective holdings of the shares in respect of which such distribution is being made.

37.

AMENDMENT

Any amendment of these Articles shall require, in addition to the approval of the General Meeting of shareholders in accordance with these Articles, also the approval of the Board with the affirmative vote of a majority of the then serving Directors.

38.

FORUM SELECTION

38.1

Unless the Company consents in writing to the selection of an alternative forum:

(a)

the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act, including against any person or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants, underwriters to any offering giving rise to such complaint, or any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering;

(b)

The competent courts in Tel Aviv, Israel shall be the exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (C) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law and providing that any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to these provisions.

38.2

Any person or entity purchasing or otherwise acquiring any interest in any shares of the Company shall be deemed to have notice of and consented to the provisions of this Article.

* * *

26

EX-5.1

Exhibit 5.1

 

Tel-Aviv, October 25, 2022

SatixFy Communications Ltd.

12 Hamada St.

Rehovot 670315

Israel

Re:   Registration on Form S-8

Ladies and Gentlemen:

We have acted as the Israeli counsel to SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its filing of a registration statement on Form S-8 on October 25, 2022 (the “Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of 10,749,945 of the Company’s ordinary shares, no par value per share (the “Plan Shares”), reserved for future issuance under the 2020 Share Award Plan (as amended and restated) (the “Plan”).

In our capacity as counsel to the Company, we have examined originals or copies, satisfactory to us, of the Company’s (i) Amended and Restated Articles of Association, (ii) the Plan and (iii) resolutions of the Company’s board of directors. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to such opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

On the basis of the foregoing, we are of the opinion that the 10,749,945 Plan Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan, and, as the case may be, pursuant to the terms of the awards that may be granted under the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 

Very truly yours,

/s/ Gross & Co.

EX-23.2

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement on Form S-8 of our report dated June 10, 2022, relating to the financial statements of SatixFy Communications Ltd. for the year ended December 31,2021 included in a registration statement Nos. 333-267015 on Form F-4/A of SatixFy Communications Ltd.

We also consent to the reference to us under the caption “Experts” in the registration statement.

/s/ Ziv Haft

Ziv Haft

Certified Public Accountants (Isr.)

BDO Member Firm

October 24, 2022

 

EX-99.1

Exhibit 99.1

SATIXFY COMMUNICATIONS LTD.

2020 SHARE AWARD PLAN (AS AMENDED AND RESTATED)

1. Purposes of the Plan.

The purpose of this 2020 Share Award Plan (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time (the “Plan”), is to advance the interests of SatixFy Communications Ltd. (the “Company”) and its shareholders by attracting and retaining the best available personnel for positions of substantial responsibility, providing additional incentive to employees, officers, directors, advisors and consultants and promoting a close identity of interests between those individuals and the Company and/or its Affiliates.

2. Definitions.

As used herein, the following definitions shall apply:

2.1. “Administrator” means the Board or any of its Committees as shall be administrating the Plan, in accordance with Section ‎3 hereof.

2.2. “Affiliate” means any entity controlling, controlled by or under common control with the Company. For the purpose of this definition of Affiliate, control shall mean the ability, to direct the activities of the relevant entity and/or shall include the holding of more than 50% of the capital or the voting of such entity and any “employing company” within the meaning of Section 102(a) of the Ordinance.

2.3. “Applicable Law” means including but not limited to the requirements under Israeli tax laws, Israeli social security laws, Israel security laws, Israel companies laws, any stock exchange or quotation system on which the shares are listed or quoted and the applicable law of any country or jurisdiction where Awards are granted under the Plan.

2.4. “Award” means a grant of Option and/or Share under the Plan or any Sub Plan, including, restricted shares and/or restricted share units and/or stock appreciation rights and/or performance units, performance shares and other stock or cash awards as the Administrator may determine.

2.5. “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

2.6. “Board” means the Board of Directors of the Company.

2.7. “Committee” means a compensation committee, if any, of the Board, designated from time to time by the resolution of the Board, which shall consist of members of the Board.

2.8. “Consultant” means any person or entity who is engaged by the Company or any Affiliate to render consulting or advisory services to such entity.

2.9. “Controlling Shareholder” for purposes of Section 102 shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

2.10. “Director” means a member of the Board.

2.11. “Employee” means any person who is employed by the Company or its Affiliates, including an individual who is serving as a director or “Nosei Misra”, as such term is defined in the Israeli Companies Law, 5759-1999 (the “Companies Law”), but excluding Controlling Shareholder as defined in section 32(9) of the Ordinance.

2.12. “Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, their 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 the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable or (ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, their 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 Administrator; Without derogating from the above and solely for the purpose of determining the tax liability pursuant to Section 102(b)(3), if at the date of grant the Company’s Shares are listed on any established stock exchange or a national market system or if the Company’s Shares will be registered for trading within ninety (90) days following the date of grant under Section 102 Capital Gain Track, the fair market value of the Share at the date of grant shall be determined in accordance with the average value of the Company’s Shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.

2

2.13. “ITA” means the Israeli Tax Authority

2.14. “Option” means an option to purchase Share pursuant to the Plan or any Sub Plan.

2.15. “Ordinance” means the Israeli Income Tax Ordinance [New Version], 5721-1961 and any regulation, rules, orders or other procedures promulgated thereunder as now in effect or as hereafter amended.

2.16. “Participant” means the holder of an Award granted under the Plan or any Sub Plan.

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

2.18. “Section 3(i)” means Section 3(i) of the Ordinance.

2.19. “Section 102 Capital Gain Track” means grant of Award with a Trustee under the capital gain track as defined in Section 102(b)(2) of the Ordinance.

2.20. “Section 102 Employment Income Track” means grant of Award with a Trustee under the employment income track as defined in Section 102(b)(1) of the Ordinance.

2.21. “Section 102 Non-Trustee Track” means grant of Award without a trustee as defined in Section 102(c) of the Ordinance.

2.22. “Share” means ordinary share par value NIS 0.0001 of the Company.

2.23. “Sub Plan” means any sub plan adopted by the Board.

3. Administration of the Plan.

3.1. Procedure.

3.1.1. The Plan shall be administered by the Board or a Committee appointed by the Board.

3.1.2. In administering the Plan, the Board and/or the Committee (subject to the provisions under the Companies Law) shall comply with all Applicable Laws.

3.2. Powers of the Administrator. Subject to the provisions of the Plan, Applicable Law and the approval of any relevant authorities, the Administrator shall have the authority, in its discretion:

3.2.1. to grant Award under the Plan;

3.2.2. to construe and interpret the terms of the Plan and any Award granted pursuant to the Plan;

3.2.3. to determine the number of Shares to be covered by each such Award granted hereunder;

3.2.4. to determine the exercise price of the Shares covered by each Option;

3.2.5. to determine the Participant to whom, and the time or times at which Award shall be granted;

3.2.6. to prescribe forms of agreement for use under the Plan;

3.2.7. to determine the terms and conditions of any Award granted hereunder;

3

3.2.8. to determine the Fair Market Value of the Shares;

3.2.9. to prescribe, amend and rescind rules and regulations relating to the Plan;

3.2.10. subject to Applicable Law, to make an Election (as defined below);

3.2.11. to appoint a Trustee (as defined below);

3.2.12. to amend the Plan and/or the terms and conditions under which Award has been granted under the Plan;

3.2.13. to accelerate the vesting periods of Award Agreement;

3.2.14. to take all other actions and make all other determinations necessary for the administration of the Plan.

3.3. Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Participants. No member of the Administrator shall be liable for any action or determination with respect to the Plan or any Award granted thereunder.

3.4. Grants to Administrator Members. A member of the Administrator shall be eligible to receive Award under the Plan while serving on the Administrator, in accordance with the provisions of any Applicable Law.

3.5. Certain Award Grants. All grants of Award to Participants pursuant to this Plan shall be authorized and implemented in accordance with the provisions of the Companies Law and the Ordinance.

4. Eligibility.

4.1. Subject to the provisions of the Plan, the Administrator may at any time, and from time to time, grant Award to Participants under the Plan.

4.2. Award granted under this Plan to Employees shall be granted pursuant to the provisions of Section 102 Capital Gain Track, Section 102 Employment Income Track and/or Section 102 Non-Trustee Track (together: “Section 102 Tracks”). All Section 102 Tracks shall be subject to the provisions of Section 102 and the Ordinance and any pre-ruling related thereto including the Income Tax Rules (Tax Benefits in Share Issuance to Employees), 5763-2003 (the “Rules”). The Board shall make an election with respect to either Section 102 Capital Gain Track or Section 102 Employment Income Track in accordance with the provisions of Section 102(g) of the Ordinance (the: “Election”).

4.3. For avoidance of doubt, the grant of Award under Section 102 Capital Gain Track and Section 102 Employment Income Track, is subject to approval and filing the Company’s Election with the ITA at least thirty (30) days prior to the date of first grant of Awards, all in accordance with Section 102 and the regulations promulgated thereunder.

4.4. Award under Section 102 Capital Gain Track and Section 102 Employment Income Track shall be held in trust pursuant to Section ‎5 of the Plan.

4.5. Award granted under this Plan to Consultant and/or to Controlling Shareholders shall be granted pursuant to the provisions of Section 3(i). Administrator may determine, in its sole discretion, that any such Awards shall be held in trust pursuant to the provisions of the Plan.

4.6. Award pursuant to Section 102 of the Ordinance shall be granted only to Employees of the Company who are not Controlling Shareholders of the Company.

4.7. For the avoidance of any doubt, the designation of Section 102 Capital Gain Track, Section 102 Employment Income Track and Section 102 Non-Trustee Track shall be subject to the terms and conditions of Section 102.

4.8. The receipt of an Award under the Plan shall not confer upon any Participant any right with respect to continuing the Participant’s relationship with the Company or an Affiliate as an Employee, Consultant or service provider nor shall it interfere in any way with his or her right or the Company’s right, or the right of the Company’s Affiliate, to terminate such relationship at any time, with or without Cause (as defined below), as defined herein.

4

4.9. Section 102 Non-Trustee Track. With respect to the grant of Section 102 Non Trustee Track, the Participant will be obligated to provide the Company with any form of collateral or guarantee, which shall satisfy the demands of the Committee in its sole discretion, in order to secure payment by the Participant of any applicable income tax and/or social charges due in the event that the Participant is no longer employed by the Company when the Shares are sold and the related taxes become due and payable. The Award pursuant to Section 102 Non-Trustee Track to Participant shall be granted in accordance with the provisions of Section 102(c) of the Ordinance.

5. Appointment of a Trustee.

5.1. In case of Election of either Section 102 Capital Gain Track or Section 102 Employment Income Track, the Board shall elect and appoint a Trustee (the “Trustee”). Upon such an appointment, a trust agreement, which complies with the relevant and Applicable Law, will be signed between the Trustee and the Company.

5.2. In case of Election of either Section 102 Capital Gain Track or Section 102 Employment Income Track, all Awards granted (and Shares issued upon exercising of Options) shall be held by the Trustee and registered in the Trustee’s name for the benefit of Employee. Awards or any Shares allocated or issued upon exercise of Options and/or other shares and/or rights received subsequently following any realization of rights, including without limitation bonus shares and dividends, shall be registered and held by the Trustee for the benefit of the Employee at least until the end of the restricted period as defined in Section 102 (the “Restricted Period”).

5.3. In the event the requirements under Section 102 Capital Gain Track or Section 102 Employment Income Track are not met, then such Award shall be treated in accordance with the provisions of Section 102 and will result in adverse tax consequences pursuant to Section 102.

5.4. Notwithstanding anything to the contrary, the Trustee shall not release any Award (Shares and/or Options or Shares allocated or issued upon exercise of Options including any dividends and/or bonus shares), granted under Section 102 Capital Gain Track and Section 102 Employment Income Track prior to the full payment of the Participant’s tax liabilities arising from such Awards.

5.5. As long as the applicable tax has not been paid, neither the Option nor the Shares subject to the Award, as the case may be, may be sold, transferred, assigned, pledged or attorney for mortgaged (other than through a transfer by will or by operation of law), nor may be subject of an attachment, power of attorney or transfer deed (other than a power of the purpose of participation in shareholders meetings or voting such Shares) unless Section 102 and/or the regulations, rules, orders or procedures promulgated thereunder allow otherwise.

5.6. With respect to any Award granted under Section 102 Capital Gain Track and Section 102 Employment Income Track, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, a Participant shall not be entitled to sell and/or release from trust any Shares or Options and/or Share received upon the exercise of an Option and/or any other asset received, including without limitation any dividends and/or bonus shares, until the lapse of the Restricted Period and/or in accordance with tax ruling obtained.

5.7. The Trustee shall be exempt from any liability in respect of any action or decision duly taken in its capacity as a Trustee, provided, however, that the Trustee acted at all times in good faith.

6. Shares Subject to the Plan.

6.1. Subject to the provisions of Section ‎12 below, the maximum aggregate number of Shares shall be determined by the Board from time to time. Shares distributed pursuant to the Plan may consist of authorized but unissued Shares. Until termination of the Plan, the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan.

5

6.2. If an Award expires or becomes non-exercisable without having been exercised in full, the non-purchased Shares which were subject thereto shall become available for grant or sale under the Plan.

7. Exercise Price and Method of Payment.

7.1. The exercise price of an Award shall be determined by the Administrator on the date of grant in accordance with Applicable Law and subject to guidelines as shall be suggested by the Board from time to time.

7.2. The consideration for the exercise of Option shall be payable in a form satisfactory to the Administrator, including without limitation, by cash or check. The Administrator shall have the authority to postpone the date of payment on such terms as it may determine. In addition, the Administrator in his full discretion and subject to Applicable Law and/or tax ruling issued by the ITA may adopt a cashless and/or net exercise method in accordance with the ITA ruling (if required) or the ITA’s guidelines.

7.3. The proceeds received by the Company from the issuance of Shares subject to the Options will be added to the general funds of the Company and used for its corporate purposes.

8. Exercise of Option

8.1. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

8.2. An Option shall be deemed exercised when the Company receives: (i) a written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and (ii) full payment of the exercise price for such Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by Applicable Law, the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant, provided that Shares issued upon exercise of any Option which was granted under Section 102 Capital Gain Track or under Section 102 Employment Income Track shall be held, issued and registered in the name of the Trustee for the benefit of the Participant until the end of the Restricted Period.

8.3. If any law or regulation requires the Company to take any action with respect to the Shares specified in such notice of exercise before the issuance thereof, then the date of their issuance shall be extended for the period necessary to take such action.

8.4. Subject to Applicable Law, an Option may not be exercised unless, at the time the Participant gives notice of exercise to the Company, the Participant includes with such notice also payment in cash or by bank check (or payment through sale of shares) of all withholding taxes due, if any, on account of his or her acquired Shares under the Option or gives other assurance satisfactory to the Administrator of the payment of those withholding taxes.

8.5. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

9. Term of Award.

The term of Award shall expire on such date or dates as the Administrator shall determine at the time of the grant; provided, however, that the term of an Award shall not exceed ten (10) years from the date of grant thereof and subject to Section ‎11 below.

10. Non-Transferability of Award.

Award and the rights and privileges thereof shall not be sold, pledged, assigned, hypothecated, transferred, mortgaged, seizure or given as collateral or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Participant, only by the Participant and subject to the provisions of Section 102 and/or any Applicable Law, and shall not be subject to sale under execution, attachment, levy or similar process.

6

11. Termination.

11.1. In the event of termination of Participant’s employment with the Company or any of its Affiliates, or if applicable, the termination of services given to the Company or any of its Affiliates by the Participant, (i) all Options granted to Participant, which are vested and exercisable at the time of such termination, may, unless earlier terminated in accordance with the Award Agreement, be exercised within three (3) months after the date of such termination (or such different period as the Administrator shall prescribe) but in no event later than the expiration of the term of such Option or Shares as set forth in the Award Agreement. On the date of termination, all unvested Options and/or all unvested Shares shall expire and the Shares covered by the unvested portion of the Option or Shares shall revert to the Plan. If vested Option upon termination is not so exercised within the time specified above, the Option shall expire, and the Shares covered by such Option shall revert to the Plan (ii) with respect to Awards other than Options, all Awards granted to Participant, which are unvested and/or the restrictions have not lapsed, at the time of such termination, shall terminate, expire and revert to the Plan.

11.2. In the event of termination of Participant’s employment with the Company or any of its Affiliates, or if applicable, the termination of services given to the Company or any of its Affiliates by the Participant, by reason of death or total and permanent disability, (i) all Options granted to Participant, which are vested and exercisable at the time of such termination may be exercised by the Participant, the Participant’s legal guardian, the Participant’s estate or a person who acquires the right to exercise the Option upon bequest or inheritance, as the case may be, within twelve (12) months after termination to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option and/or Shares as set forth in the Award Agreement). If, on the date of termination, a portion of the shares covered by the Participant’s Option is not vested in full, the unvested Shares shall revert to the Plan. If vested Shares covered by the Option is not so exercised within the period specified above, the Option and/or Shares shall expire, and the Shares covered by such Option shall revert to the Plan (ii) with respect to Awards other than Options, all Awards granted to Participant, which are unvested and/or the restrictions have not lapsed at the time of such termination, shall terminate, expire and revert to the Plan.

11.3. Notwithstanding Sections 11.1 and ‎11.2 above, in the event of termination of Participant’s employment with the Company or any of its Affiliates, or if applicable, the termination of services given to the Company or any of its Affiliates by the Participant for Cause, all outstanding Awards granted to such Participant (whether vested or not) shall, to the extent not exercised, terminate on the date of such termination, unless otherwise determined by the Administrator, and the Shares covered by such Award shall revert to the Plan.

11.4. For purposes of this Section, termination for “Cause” shall mean any of the following: (i) Participant has committed a dishonorable criminal offense; (ii) Participant is in breach of Participant’s duties of trust or loyalty to Company and/or Affiliate; (iii) Participant deliberately causes harm to Company’s and/or Affiliate’s business affairs, and/or any action by the Participant which has a detrimental effect on the Company and/or its Affiliate’s reputation or business; (iv) Participant breaches the confidentiality and/or non-competition and/or non-solicitation and/or assignment of inventions provisions of any agreement between the Company and/or Affiliate and the Participant and/or the provisions relating to confidentiality of the terms and conditions of any agreement signed between the Company and/or Affiliate and the Participant; (v) the Participant’s failure or inability to perform any reasonable assigned duties after written notice from the Company and/or its Affiliate of, and a reasonable opportunity to cure, such failure or inability; and/or (vi) circumstances that do not entitle Participant to severance payments under any applicable law and/or under any judicial decision of a competent tribunal.

11.5. In the event that the Participant does not comply in full with any of non-compete, non solicitation, confidentiality or any other requirements of any agreement between the Company and/or Affiliate and the Participant (whether before or after termination of Participants employment or engagement, as applicable, by the Company and/or its Affiliate), the Administrator may, in its sole discretion, refuse to allow the exercise of the Options and all outstanding Options, shall be terminated, and the Shares covered by such Option shall revert to the Plan.

7

12. Adjustments upon Changes in Capitalization.

In the event of a shares split, reverse shares split, shares dividend, recapitalization, combination or reclassification of the Shares, rights issuance or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company (but not the conversion of any convertible securities of the Company), the Administrator in its sole discretion may make an appropriate adjustment in the number of Shares related to each outstanding Award, the number of Shares reserved for issuance under the Plan, as well as the exercise price per Share of each outstanding Option, provided, however, that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole share unless otherwise determined by the Administrator. 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 an Award granted to a Participant, and no adjustment by reason thereof shall be made with respect to the number or price of Shares subject to an Award.

12.1.

Distribution of Bonus Shares. Notwithstanding anything to the contrary, in the event that the Company distributes bonus shares, the exercise price of Options granted under this Plan that are outstanding as of the record date of such distribution (hereinafter in this Section 12.1, the “Record Date”) shall not be adjusted; however, the number of Shares covered by each Outstanding Option 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, shall be proportionately adjusted to the increase in the number of issued Shares, such that the number of Shares underlying the relevant Outstanding Option shall increase by the proportionate number of bonus shares (of the same class which was distributed to the other shareholders in the applicable distribution of bonus shares) to which the Option holder would have otherwise been entitled had the exercise of the Outstanding Option taken place immediately prior to the distribution of the bonus shares. Bonus shares distributed pursuant to this Section 7.1 shall be subject to and in accordance with the terms of any applicable ruling issued by the ITA with respect to Section 102 Capital Gain Track grants, to the extent required, all prior Awards as well as future Awards (whether under Section 102 or otherwise) must be adjusted by the same mechanism and the bonus shares shall be subject to any legend or restriction applicable to the holders of bonus shares for which this adjustment was applied.

For purposes of this Section 12.1, the term “Outstanding Options” shall mean Options granted prior to the Record Date, which have not been exercised into Shares prior to or on the Record Date.

12.2.

Rights Issue. Notwithstanding anything to the contrary, in the case of a rights issue made by the Company to its securities holders, the number of Shares covered Options granted under this Appendix as of the record date of such distribution (hereinafter in this Section ‎‎12.2, the “Record Date”) shall be proportionately and equitably adjusted so as to maintain through such an event the proportionate equity portion represented by the rights issue, such that the number of Shares underlying the relevant Outstanding Option shall be proportionately adjusted to the benefit component underlying the rights issuance as represented by the difference between the closing price of the Company's shares on the stock exchange on the last trading day prior to the “ex-rights” day and the base price of the Company's shares on the stock exchange following the “ex-rights” day. This adjustment shall be subject to and in accordance with the terms of any applicable ruling issued by the ITA with respect to 102 Capital Gains Track Grants, to the extent required, and all prior Awards as well as future Awards (whether under Section 102 or otherwise) must be adjusted by the same mechanism.

For purposes of this Section ‎12.2, the term “Outstanding Options” shall mean Options granted prior to the Record Date, which have not been exercised into Shares prior to or on the Record Date.

8

12.3.

Dividends. Notwithstanding anything to the contrary, in the event of a distribution of cash dividend or in kind dividend to the Company’s shareholders (including by way of court approved distribution pursuant to an applicable statute), the exercise price of Options granted under this Appendix that are outstanding as of the record date of such distribution of a dividend in cash or in kind (hereinafter in this Section ‎12.3, the “Record Date”), shall be adjusted, such that the exercise price of the Outstanding Options shall be decreased by the gross dividend amount per Share (or its monetary value in the event of a dividend in kind). This adjustment shall be subject to and in accordance with the terms of any applicable ruling issued by the ITA with respect to 102 Capital Gains Track Grants, to the extent required, and all prior Awards as well as future Awards (whether under Section 102 or otherwise) must be adjusted by the same mechanism. In no event will the exercise price of the Options outstanding as of the Record Date be adjusted to a price lower than the minimum exercise price set forth in applicable law. Except as expressly provided herein, no distribution of a dividend in cash or in kind shall affect, and no adjustment thereof shall be made, with respect to the number of Shares subject to an Option.

For purposes of this Section 12.3, the term “Outstanding Options” shall mean Options granted prior to the Record Date, which have not been exercised into Shares prior to or on the Record Date.

13.

Dissolution or Liquidation.

In the event of dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such transaction. The Administrator in its discretion will determine the period of time of which Option (which is vested and exercisable) may be exercised, which in no event is less than fifteen (15) days prior to such transaction. To the extent the Option has not been previously exercised, the Option will expire immediately prior to the consummation of such proposed action.

14. Merger/Sale.

14.1. In the event of a single transaction and/or a series of transactions in connection with any of the following events: (i) the sale, transfer or other disposition of all or substantially all of the assets of the Company for cash, securities or any other asset, (ii) a sale (including an exchange) of all or substantially all of the shares of the Company (iii) a merger, acquisition, consolidation, amalgamation or like transaction of the Company with or into another corporation whereas the Company is not the surviving Company (iv) a scheme of arrangement for the purpose of effecting such sale, merger, acquisition, consolidation or amalgamation, or (v) such other transaction that is determined by the Board to be a transaction having a similar effect (all such transactions being herein referred to as a “Merger/Sale”), then, without the Participant’s consent or action:

(i) Any surviving corporation or acquiring corporation or any parent or affiliate thereof, all as determined by the Board in its discretion, may assume or continue any Awards outstanding under the Plan in all or in part or shall substitute to similar awards in all or in part.

(ii) In the event that the Awards are not assumed or substituted (in all or in part), then the Board may (but shall not be obligated to), in lieu of such assumption or substitution of the Award and in its sole discretion: (a) provide the Participant with the right to exercise the vested Award and/or cancel all of the unvested Awards and/or (b) provide for the cancellation of each outstanding Award at the closing of such Merger/Sale, and payment (by cash and/or securities) to the Participant for any vested Award, as determined by the Board, all subject to such terms and conditions as determined by the Board.

(iii) The Board shall have the right (but not the obligation) to accelerate of the vesting of an Award, as to all or part of the Shares covered by the Award which would not otherwise be exercisable or vested, and all under such terms and conditions as the Board shall determine on a case-by-case basis.

9

14.2. Notwithstanding the above, in the event of a Merger/Sale in which all or substantially all of the Shares of the Company are to be sold and/or exchanged for securities of another company, each Participant shall be obliged to sell or exchange, as the case may be, any Shares issued to the Participant under the Plan, in accordance with the instructions issued by the Board, whose determination shall be final.

14.3. Notwithstanding the foregoing, in the event of a Merger/Sale, the Board may determine, in its sole discretion, that upon or prior to completion of such Merger/Sale, the terms of the Plan shall be amended and/or modified and/or the terms of any Award be otherwise amended, modified or terminated, as the Board shall deem to be appropriate, including but not limited to, that the Award shall confer the right to purchase or receive any other security or asset, or any combination thereof, or that its terms be otherwise amended, modified or terminated, as the Board shall deem to be appropriate.

14.4. Neither the authorities and powers of the Board under this section nor the exercise or implementation thereof, shall (i) be restricted or limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) be deemed to constitute a change or an amendment of the rights of such holder under this Plan, nor shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder under this Plan.

14.5. For avoidance of doubt, it is hereby clarified that any tax consequences arising from the above described, shall be borne solely by the Participant.

14.6. Notwithstanding the above said, the Board may, in its sole discretion, decide other terms regarding the treatment of the outstanding Awards, in case of Merger/Sale.

15. Articles of Association; Shareholders Agreement; Lock-Up.

15.1. Participant acknowledges the terms and provisions of the Article of Association of the Company, as shall be amended from time to time.

15.2. Participant acknowledges and accepts the terms and provisions of any shareholders agreements as applicable to other shareholders holding Shares of the Company, and hereby agrees to be bound by their terms as if he or she was an original party thereof.

15.3. Participant acknowledges that Participant’s rights to sell the Shares may be subject to certain limitations (including a lock-up period), as will be requested by the Company or its underwriters, and the Participant unconditionally agrees and accepts any such limitation.

16. Date of Grant.

Subject to Applicable Law, the date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Participant.

17. Rights as a Shareholder; Voting and Dividends.

17.1. Prior to exercise of an Option and with respect to restricted shares during the period of restrictions, a Participant shall have none of the rights of a shareholder of the Company. Upon exercise of an Option, a Participant shall have no shareholder rights until the Shares are issued, as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company.

17.2. Upon issuance of Shares as a result of exercise of Options, the Shares shall carry equal voting rights on all matters where such vote is permitted by Applicable Law. 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 shareholder right for which the record date precedes the date of issuance of the Shares, unless otherwise determined by the Board.

18. Tax Consequences.

18.1. Any tax consequences arising from the grant of any Award and/or vesting of Award and/or exercise of any Option and/or from sale of Shares and/or any disposition of Shares or Award and/or from any other event or act (whether of the Participant or of the Company or its Affiliates or of the Trustee) hereunder, shall be borne solely by the Participant.

10

18.2. The Company and/or the Trustee shall have the right to withhold taxes according to the requirements under Applicable Laws, rules, and regulations, including withholding taxes at source and under Section 102 or Section 3(i).

18.3. Furthermore, a Participant shall indemnify the Company and/or Affiliate and/or the Company’s shareholders and/or directors and/or officers, 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 tax.

18.4. Except as otherwise required by law, the Company shall not be obligated to honor the exercise of any Option by or on behalf of an Participant until all tax consequences (if any) arising from the exercise of such Options and/or sale of Shares and/or Award are resolved in a manner reasonably acceptable to the Company.

18.5. With respect to Awards granted under Section 102 Capital Gain Track and Section 102 Employment Income Track, the Trustee and/or the Company will withhold any tax due to the ITA according to applicable trust agreement, the Plan and any Applicable Law.

18.6. Without derogating the above, the Participant’s Award shall be subject to any tax ruling and/or other arrangements between the Company and tax authorities.

19. No Rights to Employment.

Nothing in the Plan or in any Award granted or agreement entered into force pursuant hereto shall confer upon any Participant the right to continue an employment relationship, or to continue in a consultant, director, officer or service provider relationship with the Company or Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or such agreement or to interfere with or limit in any way the right of the Company or Affiliate to terminate such Participant’s relationship.

20. Term, Termination and Amendment of the Plan.

20.1. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of ten (10) years from the date of adoption unless sooner terminated.

20.2. The Board may at any time amend, alter, suspend or terminate the Plan or the term and conditions of Award granted under the Plan.

20.3. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

21. Conditions Upon Issuance of Shares.

21.1. Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option, the method of payment and the issuance and delivery of such Shares shall comply with Applicable Law and shall be further subject to the approval of counsel for the Company with respect to such compliance.

21.2. Investment Representations. As a condition to the exercise of an Option, or the grant of an Award, the Administrator may require the Participant to represent and warrant at the time of such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

21.3. Other Compliance. At the time of issuance, the Participant is not in default under any agreement between the Company and any of its Affiliates and Participant.

22. Inability to Obtain Authority.

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 of any Shares hereunder, shall release the Company from any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

11

23. Reservation of Shares.

The Company, during the term of this Plan, shall at all time reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

24. Multiple Agreements.

The terms of each Award may differ from other Awards granted under the Plan at the same time. The Administrator may also grant more than one Award to a given Participant during the term of the Plan in addition to one or more Awards previously granted to that Participant.

25. Governing Law.

This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Israel, 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 Plan.

******

12

SATIXFY COMMUNICATIONS LTD.

U.S. ADDENDUM (AS AMENDED AND RESTATED)

TO THE 2020 SHARE AWARD PLAN (AS AMENDED AND RESTATED)

ADOPTED BY ITS BOARD OF DIRECTORS

ON _____ ___, ____

ADOPTED BY ITS SHAREHOLDERS

ON _____ ___, ____

13

SATIXFY COMMUNICATIONS LTD.

U.S. ADDENDUM (AS AMENDED AND RESTATED)

TO THE 2020 SHARE AWARD PLAN (AS AMENDED AND RESTATED)

(a)   This Addendum (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time (this “US Addendum”), is part of the “2020 Share Award Plan” (as Amended and Restated) including any subsequent amendments and restatements thereto, as may be made from time to time (the “Plan”), adopted by SatixFy Communications Ltd. (the “Company”), and is effective as of _____ ___, ____ (the “Effective Date”).

(b)   This US Addendum governs grants of Options (as such term is defined below) by the Company to Participants who are United States citizens or who are resident aliens of the United States of America for United States federal income tax purposes.

(c)   This US Addendum applies with respect to an award of an Option granted under the Plan. The purpose of this US Addendum is to establish certain rules and limitations applicable to an award of Options that may be granted to Participants from time to time, in compliance with Applicable Law (including securities laws). Except as otherwise provided by this US Addendum, all Options granted pursuant to this US Addendum shall be governed by the terms of the Plan.

(d)   The provisions of this US Addendum shall supersede and govern in the case of any inconsistency between the provisions of this US Addendum and the provisions of the Plan, provided, however, that this US Addendum shall not be construed to grant any rights not consistent with the terms of the Plan, unless specifically provided herein.

(e)   Titles and headings of the sections in this US Addendum are for convenience of reference only, and in the event of any conflict, the text of this US Addendum, rather than such titles or headings, shall prevail.

1.          Definitions. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Plan. The following additional definitions will apply to awards of Options made pursuant to this US Addendum:

“Affiliate” means any entity controlling, controlled by or under common control with the Company. For the purpose of this definition of Affiliate, control shall mean the ability, to direct the activities of the relevant entity and/or shall include the holding of more than 50% of the capital or the voting of such entity. The Board shall have the authority to determine: (i) the time or times at which the ownership requirements set forth above are applied, and (ii) whether “Affiliate” includes entities other than corporations within the foregoing definition.

“Applicable Law” means the laws, statutes or regulation of any govermental authority of the State of Israel and the United States, or any stock exchange or quotation system on which the shares are listed or quoted, as are in effect from time to time.

“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. Each Award Agreement shall be subject to the terms and conditions of the Plan and this US Addendum.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Director” means a member of the Board.

“Employee” means any person employed by the Company or an Affiliate. However, the provision of services solely as a Director, or payment of a fee for such service, shall not cause the Director to be considered an “Employee” for purposes of this US Addendum.

“Exercise Price” means the price per share at which a Participant holding an award of Options may purchase Shares issuable with respect to such award of Options, which price shall be no less than the Fair Market Value of a Share on the Grant Date.

“Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, their 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 the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable or (ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, their 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 Company's shares, the Fair Market Value shall be determined in good faith by the Administrator (including in accordance with an independent third party valuation of the Company which may be obtained by the Administrator). Without derogating from the above, the Fair Market Value shall be in compliance with Section 409A of the Code, or in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

14

“Grant Date” means the date an Option grant becomes effective pursuant to the Company's corporate governance provisions, the language of the Plan and this US Addendum and other Applicable Laws that specify the actions required in order to affect the grant of an Option under the Plan and this US Addendum.

“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code.

“Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Nonqualified Stock Option to purchase Shares granted pursuant to the Plan.

“Optionee” means a Participant holding an Option who is subject to taxation in the United States.

“Participants” means Employees, Directors and other individuals and entities who are United States citizens or who are resident aliens of the United States for United States federal income tax purposes.

“Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares constituting more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any Affiliate.

“Underlying Shares” means Shares issued or to be issued upon exercise of Options in accordance with the Plan and this US Addendum.

2.            Grant of Options

(a)   Every Option granted to a Participant shall be evidenced by an Award Agreement in such form as the Administrator shall approve from time to time, specifying the date in which the Options have been granted, number of Shares that may be purchased pursuant to the award of Options, the time or times at which the Option shall become exercisable in whole or in part, the resrictions on exercise (if any), the Exercise Price of such Options, the term of the Options and such other terms and conditions as the Administrator shall approve.

(b)   The awards of Options granted pursuant to the Plan and this US Addendum shall be treated as either Nonqualified Stock Options or Incentive Stock Options. Incentive Stock Options may only be granted to Employees of the Company or of an Affiliate. To the extent that any Option is not designated as an Incentive Stock Option under the provisions of the Plan, this US Addendum and the Code, it shall be treated as a Nonqualified Stock Option.

(c)   Options may be granted at any time after the Plan and this US Addendum have been approved by the necessary corpororate bodies of the Company, and all others approvals, consents or requirements necessary by the Applicable Law have been received or met.

3.            Maximum Number of Incentive Stock Options. Subject to the provisions of Section 6 of the Plan relating to the number of Shares reserved under the Plan, and Section 12 of the Plan relating to capitalization adjustments, the maximum number of Shares that may be awarded specifically in the form of Incentive Stock Options only, under the Plan and this US Addendum, is 1,000,000. To the extent that an outstanding Incentive Stock Option expires or terminates or is cancelled or forfeited, the Shares subject to such Incentive Stock Option shall again be available for re-issuance under the Plan.

4.            Limit on Grant of Incentive Stock Options. To the extent that the aggregate Fair Market Value (as determined as of the Grant Date) of Shares with respect to which Incentive Stock Options are exercisable for the first time during any calender year (under the Plan and this US Addendum and all other similar types of plans of the Company and/or any Affiliate in which the Optionee participates) exceeds US $100,000, such portion in excess of US $100,000 shall be treated as a Nonqualified Stock Option. In the event that the Optionee holds two or more such Options that become exercisable for the first time in the same calender year, such limitation shall be applied on the basis of the order in which such Options are granted.

15

5.            Option Exercise Price. On the Grant Date, the Exercise Price for each Underlying Share subject to a Nonqualified Stock Option or an Incentive Stock Option shall not be less than 100% of the Fair Market Value per share of such Shares on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Exercise Price lower than as set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner consistent with the provisions of Sections 409A and 424 of the Code. Notwithstanding the above, in the event that the Incentive Stock Option is granted to a Ten Percent Shareholder, then the Exercise Price for each Share subject to the Incentive Stock Option shall be no less than 110% of the Fair Market Value of the Shares on the Grant Date.

6.            Term of this US Addendum. The Administrator may suspend or terminate this US Addendum at any time. Unless terminated earlier, this US Addendum shall terminate on the day before the Tenth (10^th) anniversary of the earlier of the date the Plan was amended to include this US Addendum, or the date this US Addendum was approved by the Company's shareholders.

7.            Term of Incentive Stock Option. An Incentive Stock Option must be exercised by an Optionee within ten (10) years from the Grant Date.

8.            Term of Incentive Stock Option to a Ten Percent Shareholder. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option is not exercisable after the expiration of five (5) years from the Grant Date.

9.            Term of Options which Are Not Incentive Stock Option. These Options must be exercised by an Optionee within ten (10) years from the Grant Date.

10.            Exercise of Incentive Stock Option following Termination of Continuous Service. In the event that in accordance with Section 11 of the Plan, an Incentive Stock Option is exercised more than three (3) months after an Employee's termination of service, or is exercised more than one (1) year after termination of service because of death or disability, the Incentive Stock Option shall be treated as a Nonqualified Stock Option and may continue to be exercised during the remaining term (if any) of the Option.

11.            Tax Consequences. Any tax consequences arising from the grant or exercise of any Option, from the issuance of the Underlying Shares by the Company, from the sale of the Underlying Shares by the Participant or from any other event or act (of the Company, and/or its Affiliates, and the Participant), hereunder, shall be borne solely by the Participant. The Company and/or its Affiliates or any other person on their behalf, shall be entitled to withhold taxes according to the requirements under the Code or any Applicable Law including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its Affiliates or any other person on their behalf 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 or any other person on their behalf may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by the Applicable Law to be withheld with respect to Options granted under the Plan and this US Addendum and the exercise or vesting or sale thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, and/or (ii) requiring a Participant to pay to the Company or any of its Affiliates or any other person on their behalf the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Underlying Shares, and/or (iii) by causing the exercise of Options and/or the sale of Underlying Shares held by or on behalf of a Participant to cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the Participant will be required to pay any amount that exceeds the tax to be withheld and remitted to the tax authorities, pursuant to the Applicable Law.

12.            Options not Constituting an Employment or Service Contract. Nothing in the Plan, this US Addendum, the Award Agreement or any Option granted under the Plan and this US Addendum will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other engagement with the Company or any Affiliates, or limit in any way the right of the Company or any Affiliate to terminate employment or other engagement with the Company or its Affiliates, as the case may be.

16

13.            Rights and Privileges as a Shareholder. Except as otherwise specifically provided in the Plan and this US Addendum, no Participant shall be entitled to the rights and privileges of share ownership in respect of the Underlying Shares that are subject to the grant of Options hereunder until such shares have been issued to that Participant.

14.            Data Privacy Consent. In order to administer the Plan, this US Addendum, the Award Agreement and the award of Options, the Company may process personal data regarding the Participant. Such data may include, but is not limited to, the information provided in the Award Agreement and any changes thereto, other appropriate personal and financial data regarding the Participant, including without limitation, the Participant’s home address and telephone number, date of birth, social security or other identification number, salary and other payroll information, nationality, job title, directorships and/or Shares held by such Participant in the Company and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan, this US Addendum, the Award Agreement and the award of Options. By accepting the grant of any Option, the Participant thereby gives explicit consent to the Company (i) to process any such personal data, and (ii) to transfer any such personal data outside the country in which the Participant works, or is employed, to transferees who will include the Company and its Affiliates, and to other persons who are designated by the Company to administer the Participant's participation in the Plan.

15.            Governing Law and Jurisdiction. The Plan, this US Addendum and the Award Agreement shall be governed by and construed in accordance with the internal laws of the State of Israel without reference to the principles or conflicts of laws thereof.

16.            Compliance with Applicable Law. The obligation of the Company to deliver Underlying Shares upon exercise of any Option shall be subject to Applicable Law and to such approvals by governmental agencies as may be required. The Administrator shall have the authority to suspend the application of any provisions of the Plan which could, in its sole discretion, result in adverse tax consequences to any Participant under Section 409A of the Code.

THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING OPTIONS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE PARTICIPANT ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE PARTICIPANT.

17.            Securities Law. Without derogation from any provisions of the Plan and this US Addendum, all grants pursuant to this US Addendum shall be subject to, and in compliance with, the Securities Act of 1933, as amended from time to time, and any Applicable Law with respect to securities and the rules and regulations promulgated thereunder.

18.            Effective Date. This US Addendum regarding Incentive Stock Option shall be subject to approval of the Plan by the Company’s shareholders, for the purposes of qualifying the Plan with respect to the issuance of Incentive Stock Option, and such approval to be provided 12 months before or after the date of adoption of the Plan by the Board.

* * * * *

Satixfy Communications Limited

Rules (as Amended and Restated)

of

The Satixfy 2020 EMI Share Option Plan (As Amended and Restated)

Established by resolution of the board of directors of the Company on _____ ___, ____ and adopted as an addendum to the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated)

Table of Contents

		Page
1.	Interpretation	2
2.	Grant of Options	6
3.	Exercise Condition	8
4.	Overall grant limits	9
5.	Individual grant limits	10
6.	Circumstances in which malus and clawback can apply	10
7.	Operation of malus and clawback	12
8.	Exercise of Options	13
9.	Manner of exercise of Options	14
10.	Termination of employment	16
11.	Lapse of Options	17
12.	Tax liabilities	17
13.	Relationship with employment contract	18
14.	Takeovers and liquidations	19
15.	Exchange of Options	22
16.	Variation of share capital	24
17.	Notices	24
18.	Administration and amendment	25
19.	Third party rights	26
20.	Data protection	27
21.	Governing law	27
22.	Jurisdiction	27

1 

Rules of the Satixfy 2020 EMI Share Option Plan (as Amended and Restated)

1. Interpretation

1.1 Unless otherwise defined herein, capitalised terms used in this Addendum shall have the meaning ascribed to them under the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated) including any subsequent amendments and restatements thereto, as may be made from time to time (the “Master Plan”).

1.2 This Addendum (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time, shall be deemed for all intents and purposes as an integral part of the Master Plan and shall apply only to Option Holders who are Eligible Employees.

1.3 This Addendum amends the Master Plan so that the Master Plan together with this Addendum complies with certain requirements under applicable English law in general and, in particular with the provisions of ITEPA 2003 in relation to EMI options. In the case of contradiction between the provisions of this Addendum and the Master Plan, the provisions set out in this Addendum shall prevail. For the avoidance of doubt, it is clarified that, other than in the case of a contradiction, the provisions of this Addendum shall be in addition to, and shall not derogate from, any provisions, rights, powers, authorities, restrictions or limitations pursuant to the Master Plan, which shall apply to all options.

1.4 All references to Section 102 in the Master Plan, including the rules and regulations promulgated thereunder, the provisions thereof, and all restrictions required thereby, shall not be incorporated by reference into this Addendum and shall not apply to Eligible Employees under this Addendum. For the avoidance of doubt, this Addendum does not add to, or modify, the Master Plan in respect of any Option Holder who are not granted options pursuant to this Addendum.

1.5 The following definitions and rules of interpretation apply in the Plan.

51% Subsidiary: has the meaning given in section 989 of the Income Tax Act 2007.

Acting in Concert: has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers.

Adoption Date: the date of the adoption of the Plan by the Company.

Associate: has the meaning given by paragraph 31, paragraph 32 and paragraph 33 of Schedule 5, with Chapter 11 of Part 7 of ITEPA 2003 being applied for the purposes of paragraph 32(2).

Board: the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Master Plan or the Plan.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change of Control: the sale of any of the Shares (in one transaction or a series of transactions) that will result in the Offeror of those Shares and persons Acting in Concert with them together acquiring Control of the Company, except where the Offeror is a company and the shareholders of that company and the proportion of shares in that company held by each of them following completion of the sale are substantially the same as the

shareholders and their shareholdings in the Company immediately before the sale.

2 

Clawback Amount: an amount of value determined in accordance with rule 7.

Closed Period: has the same meaning as in the Market Abuse Regulation.

Company: Satixfy Communications Limited incorporated and registered in Israel with number 516135035.

Control: has the meaning given in section 719 of ITEPA 2003.

CSOP Option: a share option granted under a Schedule 4 CSOP Scheme as defined in Schedule 4 to ITEPA 2003.

Dilutive Shares: on any date, all shares of the Company that:

a) have been issued, or transferred out of treasury, on the exercise of options granted, or in satisfaction of any other awards made, under any Employees’ Share Scheme (including the Plan); or

b) remain capable of issue, or transfer out of treasury, under any Existing Options that were granted;

in either case during the shorter of the period of ten years ending on (and including) that date and the period since the Shares were first admitted to trading on a recognised stock exchange.

Disqualifying Event: has the meaning given in sections 533 to 536 of ITEPA 2003.

Eligible Employee: any Employee who:

a) must spend on average at least the Statutory Minimum Time on the business of one or more Group Members;

b) does not have a Material Interest (either on their own or together with one or more of their Associates); and

c) has no Associate or Associates who or which has or (taken together) have a Material Interest.

EMI Option: a qualifying option as defined in paragraph 1(2) of Schedule 5.

Employee: an individual who is an employee of the Company or a Qualifying Subsidiary.

Employees’ Share Scheme: has the meaning given in section 1166 of the Companies Act 2006.

Employer Company: the Option Holder’s employer or former employer as applicable.

Exercise Condition: a condition that must be satisfied before an Option may be exercised, which complies with rule 3 and is specified in the Option Agreement under rule 2.6

Exercise Condition Measurement Date: the earliest date on which it is possible for the Board to determine that an Exercise Condition has been satisfied.

Exercisable Number: has the meaning given in rule 13.5.

3 

Exercise Price: the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 14 (b)):

a) may not be less than the nominal value of a Share, if Shares are to be newly issued to satisfy the Option; and

b) while the Shares are quoted on AIM, may not be less than the closing price of a Share on the Business Day immediately before the Grant Date.

Existing Option: an option or any other right to acquire or receive Shares granted under any Employees’ Share Scheme (including the Plan), that remains capable of satisfaction.

Grant Date: the date on which an Option is granted under the Plan.

Grant Period: any period during which Options may be granted, as specified in rule 2.

Group: the Company and its 51% Subsidiaries (references to Group Member shall be construed accordingly).

HMRC: HM Revenue & Customs.

ITEPA 2003: the Income Tax (Earnings and Pensions) Act 2003.

Market Abuse Regulation: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.

Market Value: the market value of a Share determined to the satisfaction of the Board in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992. If Shares are subject to Relevant Restrictions, the Market Value shall be determined as if they were not.

Master Plan: means the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time.

Material Interest: has the meaning given in paragraph 28 of Schedule 5.

NICs: National Insurance contributions.

Offeror: the person who acquires control of the Company on a Change of Control.

Option: a right to acquire Shares granted under the Plan.

Option Agreement: a written agreement constituting an Option, entered into under rule 2.6.

Option Holder: an individual who holds an Option or, where applicable, the personal representatives of a deceased Option Holder.

Personal Data: any personal information that could identify an Option Holder.

Plan: means this Addendum (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time, to the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time, being the Employees’ Share Scheme constituted and governed by the Master Plan and the Addendum, as amended from time to time.

4 

Qualifying Exchange of Shares: an event falling within paragraph 40 of Schedule 5.

Qualifying Subsidiary: has the meaning given by paragraph 11 of Schedule 5.

Redundancy: has the meaning given by the Employment Rights Act 1996.

Relevant Restriction: a provision included in any contract, agreement, arrangement or condition (including the articles of association of the Company) to which any of section 423(2), section 423(3) and section 423(4) of ITEPA 2003 would apply if references in them to employment-related securities were references to Shares.

Rollover Period: any period during which Options may be exchanged for options over shares in another company (under paragraph 42 of Schedule 5, rule 15.1 and rule 15.5).

Schedule 5: Schedule 5 to ITEPA 2003, which specifies the requirements that must be met for a share option to be an EMI Option.

Shares: 0.0001 NIS ordinary shares in the Company (subject to rule 15.2 (b) and rule 16).

Statutory Minimum Time: committed time (as defined in paragraph 26 of Schedule 5), equal to the statutory threshold (as defined in that paragraph).

Sufficient Shares: the smallest number of Shares that, when sold, produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale).

Taxable Event: any event or circumstance that gives rise to a liability for the Option Holder to pay income tax, NICs or both (or their equivalents in any jurisdiction) in respect of:

a) the Option, including its exercise, assignment or surrender for consideration, or the receipt of any benefit in connection with it;

b) any Shares (or other securities or assets):

i. earmarked or held to satisfy the Option;

ii. acquired on exercise of the Option;

iii. acquired as a result of holding the Option; or

iv. acquired in consideration of the assignment or surrender of the Option;

c) any securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in (b) above; or

d) any amount due under pay as you earn (PAYE) in respect of securities or assets in (a) to (c) above, including any failure by the Option Holder to make good such an amount in the time limit specified in section 222 of ITEPA 2003.

5 

Tax Liability: the total of any income tax and primary class 1 (employee) NICs (or their equivalents in any jurisdiction) for which any Employer Company is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event.

Vest: an Option Holder becoming entitled to exercise an Option and “Vested” and “Unvested” shall be construed accordingly

1.6 Rule headings shall not affect the interpretation of the Plan.

1.7 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.8 Unless the context otherwise requires, a reference to one gender shall include a reference to other genders.

1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11 A reference to writing or written includes fax and email.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 References to rules are to the rules of the Plan.

1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant of Options

2.1 The Company (acting through the Board) may grant EMI Options for commercial reasons in order to recruit or retain an Eligible Employee. The Company may not grant EMI Options as part of any scheme or arrangement for which the main purpose (or one of its main purposes) is tax avoidance.

2.2 Subject to the rules, the Company (acting through the Board) may grant an Option:

(a) intended to be an EMI Option, to any Eligible Employee it chooses;

(b) not intended to be an EMI Option, to any Employee it chooses.

2.3 Subject to rule 2.4, while any Shares are traded on a recognised stock exchange, the Company may only grant an Option during:

(a) any period of 42 days immediately following the end of a Closed Period; and

(b) any other period that the Board has decided should be a Grant Period due to exceptional circumstances.

6 

2.4 The Company may not grant Options:

(a) at any time when that grant would be prohibited by, or in breach of, the Market Abuse Regulation or any other law, regulation with the force of law or the rules of any stock exchange on which the Shares are listed (in addition, any previously granted Options must adhere to the law, regulation with the force of law or the rules of any stock exchange on which the Shares are listed); or

(b) after the tenth anniversary of the Adoption Date.

2.5 The Company may grant Options intended to be EMI Options only when the Company is a qualifying company as defined in paragraph 8 of Schedule 5.

2.6 The Company shall enter into an Option Agreement as a deed in a form approved by the Board. Each Option Agreement shall (without limitation):

(a) specify the Grant Date of the Option, which shall not be earlier than the date on which the relevant Option Agreement is executed by the Company;

(b) at the discretion of the Board, specify either:

(i) that the Option is granted under the provisions of Schedule 5; or

(ii) that the Option is not intended to be an EMI Option.

(c) specify the number and class of the Shares over which the Option is granted;

(d) specify the Exercise Price;

(e) specify the Exercise Condition(s);

(f) specify any other condition to which the Option is subject;

(g) specify the how and when the Option Vests and may be exercised;

(h) specify the date when the Option will lapse, assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier. This date may not be later than the tenth anniversary of the Grant Date;

(i) if the Shares are subject to any Relevant Restriction, include details of that Relevant Restriction;

(j) include a statement that the Option is subject to these rules (which shall be incorporated in the Option Agreement by reference);

(k) include the terms required by rule 12.1, rule 12.2 and rule 12.4;

(l) include the power of attorney required by rule 12.5;

(m) include a term giving effect to rule 2.7;

(n) include a summary of rule 11.1 and rule 11.2 (i); and

(o) if the Option is intended to be an EMI Option, include a declaration by the Option Holder of compliance with the Statutory Minimum Time requirement.

7 

2.7 If an Option Holder granted an EMI Option does not correctly complete and sign the Option Agreement and return it to the Group Member that employs the Option Holder by the date, if any, specified in the Option Agreement, the relevant Option shall automatically lapse on the day after that date.

2.8 The Group Member that employs the relevant Option Holder shall, in respect of any Option intended to be an EMI Option, comply with its obligations under paragraph 44 of Schedule 5.

2.9 No amount shall be paid by an Employee for the grant of an Option.

3. Exercise Condition

3.1 On the Grant Date of any Option, the Board shall specify one or more appropriate Exercise Conditions for the Option. An Exercise Condition must be capable of being met within ten years after the relevant Grant Date.

3.2 The Board may vary or waive any Exercise Condition, provided that any varied Exercise Condition shall be (in the reasonable opinion of the Board):

(a) a fairer measure of performance than the original Exercise Condition, as judged at the time of the variation;

(b) no more difficult to satisfy than the original Exercise Condition was at the Grant Date; and

(c) not materially easier to satisfy than the original Exercise Condition was at the Grant Date, unless the variation of the Exercise Condition has been approved in advance by the Company in general meeting.

3.3 Rule 3.2 shall not permit the general waiver by the Board of Exercise Conditions on:

(a) cessation of employment;

(b) the occurrence of any event permitting the exercise of Options under rule 13.5; or

(c) the release of Options in exchange for New Options under rule 15.

3.4 The Board shall determine whether, and to what extent, the Exercise Condition has been satisfied on, or as soon as reasonably possible:

(a) after the Exercise Condition Measurement Date;

(b) following the death of an Option Holder in order to apply the reduction required by rule 8.3(b) 1.1; or

(c) in order to determine the Exercisable Number in accordance with rule 14.

8 

3.5 The Board shall notify the Option Holder within a reasonable time after the Board becomes aware of the relevant information:

(a) whether (and, if relevant, to what extent) the Exercise Condition has been satisfied;

(b) of any subsequent change in whether, or the extent to which, the Exercise Condition has been satisfied;

(c) when that Exercise Condition has become incapable of being satisfied, in whole or in part; and

(d) of any waiver or variation of that Exercise Condition under rule 3.2.

3.6 Subject to rule 3.7 and rule 3.8, if the Board considers that a Exercise Condition has become incapable of being satisfied, in whole or in part, that Option, or the appropriate part of it, shall lapse immediately.

3.7 If:

(a) the Option is an EMI Option;

(b) the Option Holder also holds an option over Shares (the Non-qualifying Option) that has the same exercise price for a Share as the EMI Option; and

(c) if the Non-qualifying Option was granted under a different Employees’ Share Scheme, it is subject to a rule of similar effect to this rule 3.7,

then the Board shall aggregate the number of Shares subject to the EMI Option and the Non-qualifying Option as if they were one Option for the purposes of rule 3.6 and shall cause the Non-qualifying Option to lapse first so that the EMI Option shall not lapse unless the Non-qualifying Option lapses completely.

3.8 If the Option is an EMI Option only in part, due to the application of rule 4.2, rule 4.3 or rule 5.3 on the grant of that Option, then the part that is not an EMI Option shall lapse first. Therefore, the part that is an EMI Option shall not lapse until the other part has lapsed completely.

4. Overall grant limits

4.1 At any time, the total Market Value (at the relevant dates of grant) of the Shares (and any other shares in the Company) that can be acquired on the exercise of all EMI Options over the shares must not exceed £3 million (or any other amount as may be specified by paragraph 7 of Schedule 5 at the relevant time). No Option shall be an EMI Option if, immediately before it is granted, the total Market Value (at the relevant dates of grant) of the Shares (and any other shares of the Company) that can be acquired on the exercise of all EMI Options over these shares already equals £3 million (or any other amount as may be specified by paragraph 7 of Schedule 5 at the relevant time).

4.2 If the grant of any Option that is:

(a) intended to be an EMI Option; and

(b) not granted at the same time as any other Option(s),

would cause the limit in rule 4.1 to be exceeded, that Option shall not be an EMI Option so far as it relates to the excess.

4.3 If several Options are:

(a) intended to be EMI Options; and

(b) granted at the same time as each other,

and this would cause the limit in rule 4.1 to be exceeded, the Options shall not be EMI Options so far as they relate to the excess. Paragraph 7(5) of Schedule 5 applies for the purpose of determining which part of each of these Options relates to the excess.

9 

4.4 The Company may not grant an Option if that grant would result in the total number of Dilutive Shares exceeding ten percent (10%) of the issued share capital of the Company.

5. Individual grant limits

5.1 At any time, the total Market Value (at the relevant dates of grant) of the shares (which may include Shares) that an Eligible Employee can acquire on the exercise of EMI Options granted to them by reason of their employment with:

(a) any Group Member; or

(b) any two or more Group Members,

may not exceed £249,999 (or any other amount as may be specified by paragraph 5 of Schedule 5 at the relevant time, minus £1). No Option shall be an EMI Option if, immediately before it is granted, the total Market Value (at the relevant dates of grant) of the shares that can be acquired on the exercise of all EMI Options held by the relevant Eligible Employee and falling within this rule 5.1 equals £250,000 (or any other amount as may be specified by paragraph 5 of Schedule 5 at the relevant time).

5.2 Any CSOP Options granted to the relevant Eligible Employee by reason of his employment with any Group Member shall be treated as EMI Options to be counted against the limit set out in rule 5.1.

5.3 If the grant of any Option that is intended to be an EMI Option would cause the limit in rule 5.1 to be exceeded, that Option shall not be an EMI Option so far as it relates to the excess.

5.4 If an Eligible Employee has been granted EMI Options over shares (which may include Shares) with a total Market Value of £250,000 (or any other amount as may be specified by paragraph 6 of Schedule 5 at the relevant time) by reason of their employment with:

(a) any Group Member; or

(b) any two or more Group Members,

whether or not those EMI Options have been exercised or released, any Option granted to that Eligible Employee shall not be an EMI Option if the Grant Date of that Option falls within the period of three years after the Grant Date of the last EMI Option to be granted to them that falls within this rule 5.4.

6. Circumstances in which malus and clawback can apply

6.1 Rule 6 applies in relation to an Option if:

(a) either or both rule 6.2 and rule 6.3 apply; and

(b) rule 6.4 applies.

10 

6.2 This rule 6.2 applies in relation to an Option if the Board, at its discretion, determines that any of the following circumstances exist:

(a) the Option Holder has participated in or was responsible for conduct which resulted in significant losses to a Group Member;

(b) the Option Holder has failed to meet appropriate standards of fitness and propriety;

(c) the Company has reasonable evidence of fraud or material dishonesty by the Option Holder;

(d) the Company has become aware of any material wrongdoing on the part of the Option Holder;

(e) the Option Holder has acted in any manner which in the opinion of the Board has brought or is likely to bring any Group Member into material disrepute or is materially adverse to the interests of any Group Member;

(f) there is a breach of the Option Holder’s employment contract that is a potentially fair reason for dismissal;

(g) the Option Holder is in breach of a fiduciary duty owed to any Group Member;

(h) an Option Holder who has ceased to be an Employee was in breach of their employment contract or fiduciary duties in a manner that would have prevented the grant or exercise of the Option had the Company been aware (or fully aware) of that breach, and of which the Company was not aware (or not fully aware) until after both:

(i) the Option Holder’s ceasing to be an Employee; and

(ii) the time (if any) when the Board decided to permit the exercise of the Option; or

(i) there was a material error in:

(i) determining whether the Option should be made;

(ii) determining the size and nature of the Option; or

(iii) assessing the extent to which any Exercise Condition was satisfied on the Exercise Condition Measurement Date.

6.3 This rule 6.3 applies in relation to an Option if the Board, at its discretion, determines that either of the following circumstances exist:

(a) a Group Member misstated any financial information (whether or not audited) for any part of any financial year that was taken into account in:

(i) determining whether the Option should be made;

(ii) determining the size and nature of the Option; or

(iii) assessing the extent to which any Exercise Condition was satisfied on the Exercise Condition Measurement Date; or

11 

(b) a Group Member or business unit that employs or employed the Option Holder, or for which the Option Holder is responsible, has suffered a material failure of risk management.

6.4 This rule 6.4 applies in relation to an Option if the Board, at its discretion, determines that, if the circumstances mentioned in rule 6.2 or rule 6.3 had existed, and the Board had been fully aware that they existed:

(a) at the Grant Date, or

(b) in the case of an Option that has already been exercised, at the exercise date,

then:

(c) the Board would not have granted the Option;

(d) the Board would have granted the Option in relation to a smaller number of Shares; or

(e) in the case of an Option that has already been exercised:

(i) it would not have been exercised at all, or

(ii) it would have been exercised in relation to a smaller number of Shares.

6.5 If the Board makes a determination in relation to an Option under rule 6, it must do so within three years of its becoming aware of the circumstances mentioned in rule 6.2 or rule 6.3.

7. Operation of malus and clawback

7.1 This rule 7 applies to an Option if rule 6 applies to the Option.

7.2 If at the date of the determination under rule 6.4, the Option has not yet been exercised, the Board may determine to cancel the Option or reduce it by such number of Shares as the Board considers to be fair and reasonable, taking account of all circumstances that the Board considers to be relevant.

7.3 If at the date of the determination under rule 6.4, the Option has been exercised, the Board may determine a Clawback Amount in relation to the Option.

7.4 The Clawback Amount shall be such amount as the Board considers to be fair and reasonable, taking account of all circumstances that the Board considers to be relevant and, in relation to an Option that has been exercised, shall not be more than the greater of:

(i) the Market Value of the Shares measured on the date the Option was exercised, and

(ii) the Market Value of the Shares measured on the date of the determination

minus the Exercise Price.

7.5 If the Option Holder has paid or is liable to pay any income tax or NICs in relation to the Option or the Shares and which cannot be recovered from or repaid by HMRC (whether directly or indirectly), the Board may in its discretion decide to reduce the Clawback Amount to take account of this amount. In deciding whether to reduce the Clawback Amount, the Board shall take account of such factors it thinks fit, which may include market practice, corporate governance rules and guidelines, and the expectations of shareholders.

12 

7.6 For the avoidance of doubt, the Board is not obliged to determine a Clawback Amount in relation to any particular Option, even if the Board does determine a Clawback Amount in relation to other Options to the same or other Option Holders which had the same Grant Date or exercise date.

7.7 The Option Holder shall reimburse the Company for the Clawback Amount, in any way acceptable to the Board, on or as soon as possible after the Board determines a Clawback Amount in relation to the Option. If the Option Holder fails to reimburse the Company within 30 days after the determination, the Company shall obtain reimbursement from the Option Holder in any (or any combination) of the following ways:

(a) by reducing or cancelling any Options that the Option Holder has not exercised;

(b) by reducing or cancelling any cash bonus payable to the Option Holder by any Group Member;

(c) by reducing or cancelling any future or existing award made or option granted to the Option Holder under any other Share Incentive Scheme or bonus scheme operated by any Group Member (other than a Schedule 2 SIP or a Schedule 3 SAYE option scheme, as those terms are defined in ITEPA 2003);

(d) by requiring the Option Holder to make a cash payment to a Group Member;

(e) by requiring the Option Holder to transfer Shares for no consideration;

(f) by causing any Shares held on behalf of the Option Holder to be forfeited for no consideration, with the consequence that the Option Holder no longer has any beneficial interest in those Shares; or

(g) by reducing the Option Holder’s Salary.

7.8 If the Option Holder participates in another share incentive scheme or bonus scheme operated by a Group Member, and that other scheme contains a provision that has a similar effect to this rule 7, the Board may give effect to that provision in any of the following ways:

(a) by reducing or cancelling any Options that the Option Holder has not exercised; and

(b) by reducing or cancelling any awards under such share incentive scheme or bonus scheme that have not yet been released or paid.

7.9 It is a condition of the exercise of an Option that, if requested by the Company, the Option Holder shall sign an exercise notice declaring an irrevocable agreement to the terms of rule 7.

8. Exercise of Options

8.1 An Option Holder may not exercise an Option before the earliest of:

(a) the earliest time when it becomes exercisable as set out in the Option Agreement;

(b) the time when it becomes exercisable under rule 10; and

(c) the time when it becomes exercisable under rule 13.5.

13 

8.2 An Option Holder may only exercise an Option to the extent that the relevant Exercise Condition is achieved and any other condition stated in the Option Agreement under rule 2.6 (f) is satisfied.

8.3 An Option Holder may not exercise an Option at a time when its exercise is prohibited by, or would be a breach of, the Market Abuse Regulation, the rules of any stock exchange on which the Shares are listed or any law or regulation with the force of law, or other rule, code or set of guidelines (such as a personal dealing code adopted by the Company).

8.4 Subject to rule 8.5, an Option Holder may not exercise an Option at any time:

(a) while disciplinary proceedings by any Group Member are underway against the Option Holder; or

(b) while any Group Member is investigating the Option Holder’s conduct and may as a result begin disciplinary proceedings; or

(c) while there is a breach of the Option Holder’s employment contract that is a potentially fair reason for dismissal; or

(d) while the Option Holder is in breach of a fiduciary duty owed to any Group Member; or

(e) after the Option Holder has ceased to be an Employee, if there was a breach of employment contract or fiduciary duties that (in the reasonable opinion of the Board) would have prevented the exercise of the Option had the Company been aware (or fully aware) of that breach, and of which the Company was not aware (or not fully aware) until after both:

(i) the Option Holder’s ceasing to be an Employee; and

(ii) the time (if any) when the Board decided to permit the Option Holder to exercise the Option.

8.5 The Company shall not unfairly frustrate a valid exercise of the Option by the inappropriate application of any provision of rule 8.4.

8.6 An Option Holder may not exercise an Option without having made any arrangements, or entered into any agreements, that may be required and are referred to in rule 12.

9. Manner of exercise of Options

9.1 Where an Option is exercised in part, it shall be exercised over Shares with an aggregate Exercise Price of at least £1,000 or, if less, the number of Shares over which the Option is then exercisable.

9.2 An Option shall be exercised by the Option Holder giving a written exercise notice to the Company, as follows:

(a) setting out the number of Shares over which the Option Holder wishes to exercise the Option and, if that number exceeds the number over which the Option may be validly exercised at the time, the Company shall

(i) treat the Option as exercised only in respect of that lesser number; and

(ii) refund any excess amount paid to exercise the Option or meet any Tax Liability;

(b) using a form that the Board will approve; and

(c) if rule 9.3 applies, including the information specified in that rule 9.3.

14 

9.3 If:

(a) an Option is an EMI Option only in part, due to the application of rule 4.2, rule 4.3 or rule 5.3 on the grant of that Option; and

(b) the relevant Option Holder exercises that Option in respect of any number of Shares less than the maximum number over which it could be exercised,

the exercise notice shall specify to what extent (if any) the partial exercise of that Option should be treated as the exercise of that part of the Option that is an EMI Option. If the exercise notice does not specify the extent, it shall be taken to exercise that part of the Option that is an EMI Option in priority to that part of the Option that is not an EMI Option.

9.4 Any exercise notice shall be accompanied by all of the following:

(a) payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice;

(b) any payment required under rule 12; and

(c) any documents relating to arrangements or agreements required under rule 12.

The Option Holder may enter into arrangements to the satisfaction of the Company for payment of the amounts due under this rule 9.4.

9.5 Any exercise notice shall be invalid:

(a) to the extent that it is inconsistent with the Option Holder’s rights under these rules and the Option Agreement;

(b) if any of the requirements of rule 9.2 or rule 9.4 are not met; or

(c) if any payment referred to in rule 9.4 is made by a cheque that is not honoured on first presentation or that fails in any other manner to transfer the expected value to the Company.

The Company may permit the Option Holder to correct any defect referred to in rule 7.5(b) or rule 7.5(c) (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.

9.6 The Company shall allot and issue Shares (or, as appropriate, procure their transfer) within 30 days after a valid Option exercise, subject to the other rules of the Master Plan or this Addendum.

9.7 Shares allotted and issued in satisfaction of the exercise of an Option shall rank equally in all respects with the other shares of the same class in issue at the date of allotment, except for any Relevant Restriction or any rights determined by reference to a date before the date of allotment.

9.8 Shares transferred in satisfaction of the exercise of an Option shall be transferred free of any lien, charge or other security interest, other than any Relevant Restriction and any restrictions in the Master Plan, and with all rights attaching to them, other than any rights determined by reference to a date before the date of transfer.

9.9 If the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares allotted on exercise of an Option to be listed or admitted to trading on that exchange.

15 

10. Termination of employment

10.1 An Option Holder who gives or receives notice of termination of employment (whether or not lawful) may not exercise an Unvested proportion of the Option at any time while the notice remains effective. In the event of receipt of notice of termination for summary dismissal or Cause, the Option Holder may not exercise any proportion of the Option.

10.2 If an Option Holder dies, the personal representatives may exercise such proportion of the Option as is Vested within 60 days of the date of death and, if the Option is not exercised, it will lapse at the end of that period.:

10.3 If an Option Holder ceases to be an Employee due to any of the following reasons:

(a) injury;

(b) ill-health which is not caused by alcohol or substance abuse; or

(c) disability; or

(d) retirement; or

(e) Redundancy; or

(f) the Option Holder’s Employer Company ceasing to be a Group Member; or

(g) the transfer of the business that employs the Option Holder to a person that is not a Group Member,

the Option Holder may exercise such proportion of the Option as is Vested within 90 days of the cessation date during the period of 90 days after the cessation date or such longer period as the Board may specify. The Option shall lapse, to the extent it has not been exercised, on the expiry of that period. .

10.4 An Option Holder who gives or receives notice of termination of employment or who ceases to be an Employee:

(a) for any reason other than summary dismissal;

(b) on or after the earliest date on which the Option may be exercised as set out in the Option Agreement; and

(c) after each Exercise Condition relating to that Option has been satisfied

may exercise the Vested Option during the period ending 90 days after the cessation date or such longer period as the Board may specify. The Option shall lapse, to the extent not exercised, on the expiry of that period.

10.5 An Option Holder shall not be regarded as ceasing to be an Employee until the Option Holder is no longer an employee or director of any Group Member.

16 

11. Lapse of Options

11.1 An Option Holder may not transfer or assign, or have any charge or other security interest created over an Option (or any right arising under it). An Option shall lapse if the relevant Option Holder attempts to do any of those things. However, this rule 11.1 does not prevent the transmission of an Option to an Option Holder’s personal representatives on the death of the Option Holder.

11.2 An Option shall lapse on the earliest of the following:

(a) at the end of the specified period after the Grant Date if the Option Holder has not yet met the obligations specified in rule 2.7;

(b) any attempted action by the Option Holder falling within rule 11.1;

(c) when the Board decides in accordance with rule 3.6, to the extent that the Exercise Condition has become wholly or partly incapable of being met;

(d) any date on which the Option shall lapse, as specified in the Option Agreement;

(e) to the extent required by rule 1.1, the date the Option Holder dies or ceases employment;

(f) the first anniversary of the Option Holder’s death;

(g) the end of the relevant period, if rule 10.3 or 10.4 applies;

(h) the time specified for the lapse of the Option under rule 13.5 if any part of that rule 13.5 applies; or

(i) when the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, applies for an interim order under Part VIII of the Insolvency Act 1986, proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act 1986.

12. Tax liabilities

12.1 Each Option Agreement shall include the Option Holder’s irrevocable agreement to:

(a) pay to the Company or Employer Company (as appropriate) the amount of any Tax Liability; or

(b) enter into arrangements to the satisfaction of the Company or Employer Company (as appropriate) for payment of any Tax Liability.

12.2 If an Option Holder does not fulfil the obligations under either rule 10.1 (a) or rule 10.1 (b) in respect of any Tax Liability arising from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the Company shall withhold Sufficient Shares from the Shares that would otherwise be delivered to the Option Holder. The Option Holder’s obligations under rule 10.1 (a) and rule 10.1 (b) shall not be affected by any failure of the Company to withhold shares under this rule 12.2.

17 

12.3 Option Holders shall have no rights to compensation or damages on account of any tax or NICs liability that arises or is increased (or is claimed to arise or be increased) in whole or in part because of:

(a) the limitation under rule 4.2, rule 4.3 or rule 5.3 of any Option intended to be an EMI Option;

(b) any decision of HMRC that an Option does not meet the requirements of Schedule 5 and is therefore not an EMI Option, however that decision may arise;

(c) any Disqualifying Event, however that event may be caused;

(d) the timing of any decision by the Board to permit exercise of an Option under rule 10.4 or rule 0;

(e) any failure by the Board to give notice under rule 18.7; or

(f) the timing of any notice given by the Board under rule 18.7.

12.4 Each Option Agreement shall include the Option Holder’s irrevocable agreement to enter into a joint election under section 431(1) or 431(2) of ITEPA 2003 in respect of the Shares to be acquired on exercise of the relevant Option, if required to do so by the Company, or Employer Company, on or before any date of exercise of the Option.

12.5 Each Option Agreement shall include a power of attorney appointing the Company as the Option Holder’s agent and attorney for the purposes of rule 12.2 and rule 12.4.

13. Relationship with employment contract

13.1 The rights and obligations of any Option Holder under the terms of his office or employment with any Group Member or former Group Member shall not be affected by being an Option Holder.

13.2 The value of any benefit realised under the Plan by Option Holders shall not be taken into account in determining any pension or similar entitlements.

13.3 Option Holders and Employees shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:

(a) termination of office or employment with; or

(b) notice to terminate office or employment given by or to,

any Group Member or any former Group Member. This exclusion of liability shall apply however termination of office or employment, or the giving of notice is caused and however compensation or damages are claimed.

18 

13.4 Option Holders and Employees shall have no rights to compensation or damages from any Group Member or any former Group Member on account of any loss in respect of Options or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:

(a) any company ceasing to be a Group Member; or

(b) the transfer of any business from a Group Member to any person that is not a Group Member.

This exclusion of liability shall apply however the change of status of the relevant Group Member, or the transfer of the relevant business is caused and however compensation or damages are claimed.

13.5 An Employee shall not have any right to receive Options, whether or not they have previously been granted any.

14. Takeovers and liquidations

14.1 If a person (in this rule, the “Acquirer”):

(a) makes an offer to acquire the whole of the issued share capital of the Company, which is made on a condition such that, if it is satisfied, the Acquirer will have Control of the Company; or

(b) makes an offer to acquire all the shares in the Company which are of the same class as the Shares; or

(c) negotiates a share sale and purchase agreement with the shareholders of the Company which contemplates that the Acquirer will obtain Control of the Company on completion,

the Board may in its absolute discretion direct that the Option Holder may exercise such proportion of the Options as the Board may, in its absolute discretion, determine within a reasonable period to be specified by the Board for that purpose and ending immediately before the change of Control. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. Unless either rule 14.4 or rule 14.6 applies, if Options are exercisable under this rule 14.1, any Options not exercised at the end of the period specified by the Board shall lapse.

14.2 Unless rule 1.1 applies, if a person (in this rule 1.1, the “Controller”) obtains Control of the Company as a result of:

(a) making an offer to acquire the whole of the issued share capital of the Company;

(b) making an offer to acquire all the shares in the Company which are of the same class as the Shares; or

(c) entering into a sale and purchase agreement with the shareholders of the Company,

the Option Holder may exercise such proportion of their Options as the Board may, in its absolute discretion, determine within 60 days after the time when the Controller has obtained Control of the Company. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. If the conditions of neither rule 1.1 nor rule 1.1 are met, the Option shall lapse at the end of the 60 day period.

19 

14.3 Unless rule 1.1 applies, an Option Holder may exercise such proportion of their Options as the Board may, in its absolute discretion, determine during any period when any person is bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. Any Option to which this rule 1.1 applies shall lapse at the later of:

(a) the end of the period during which that person is bound or entitled; and

(b) the time specified for the lapse of Options under rule 1.1 or rule 1.1, if either applies.

14.4 If a change of Control occurs, and all the following conditions are met:

(a) the Acquirer satisfies the conditions of rule 15.1(d) and rule 15.1(e);

(b) the Option Holder meets the condition of rule 15.1(f); and

(c) the Acquirer offers at any time up to ten days following the date of the change of Control to make an agreement under rule 15.1,

an EMI Option shall continue to exist until the earlier of the following:

(d) the time when the Option Holder releases the Option under an exchange of options falling within rule 15.1; and

(e) the latest date on which an applicable Rollover Period expires;

when it shall lapse.

14.5 If a change of Control occurs, any EMI Option shall lapse at the end of the exercise period specified in rule 1.1 if any of the conditions in rule 1.1 are not met, and the Acquirer is not willing to make an agreement under rule 15.5.

14.6 If a change of Control occurs, and all the following conditions are met:

(a) where the Option is an EMI Option, either:

(i) the Acquirer does not satisfy the conditions of rule 15.1(d) and rule 15.1(e); or

(ii) the Option Holder does not meet the condition of rule 15.1(f).

(b) the Acquirer declares within ten days following the time when the Acquirer has obtained Control of the Company that it is willing to make an agreement offers (at any time up to ten days following the date of the change of Control) to grant replacement options in consideration for the release of Options under rule 15.5;

an Option shall continue to exist until the earlier of the following:

(c) the time when the Option Holder releases the Option under an exchange of options falling within rule 15.5; and

20 

(d) the latest date on which an applicable Rollover Period expires,

when it shall lapse.

14.7 Any Option to which either rule 1.1 or rule 1.1 applies shall not be capable of exercise under any rule of the Plan after it ceases to be capable of exercise under rule 1.1.

14.8 The Board, in its discretion, may determine that any event which would trigger the exercise of Options under rule 1.1, rule 1.1 or rule 1.1, shall not do so if:

(a) that event takes place in the course of any corporate reconstruction or reorganisation under which the ultimate beneficial ownership of the business of the Group Companies will remain substantially the same; and

(b) appropriate provisions are made for either the replacement of Options under rule 15, or other compensation for the loss of Options that the Board, in its reasonable opinion considers to be fair.

The Board, in its discretion, may determine that an Option shall lapse if the Option Holder does not exchange it or accept the compensation within a reasonable period.

14.9 Unless the relevant compromise or arrangement includes appropriate provisions that the Board considers to be fair in its reasonable opinion for:

(a) the replacement of Options; or

(b) other compensation for Option Holders for the loss of Options,

the Option Holder may exercise a proportion of the Option within six weeks after any person (in this rule 1.1, the Controller) obtains Control of the Company as a result of the court sanctioning a compromise or arrangement under section 899 of the Companies Act 2006. The Board shall have discretion to determine what proportion (if any) of an Option shall be exercisable taking account of these matters as they think fit including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1.

14.10 Any Option to which rule 1.1 applies shall:

(a) if an exchange of options falling within either rule 15.1 or rule 15.5 is offered, continue to exist until the earlier of the following:

(i) the time when the Option is released under that exchange; and

(ii) the latest date on which an applicable Rollover Period expires,

when it shall lapse.

(b) if an exchange of options is not offered, lapse at the end of the exercise period specified in rule 1.1.

Any Option to which this rule 14.10 applies shall not be capable of exercise under any other rule of the Plan after it ceases to be capable of exercise under rule 1.1.

21 

14.11 If a person, or group of persons Acting in Concert together, acquire Control of the Company by subscribing for new shares in the Company, the Board may in its absolute discretion decide to treat this as a change of Control for all the purposes of the Plan.

14.12 In rule 14 and rule 5 (other than rule 15.1), a person shall be deemed to have obtained Control of a company if that person, and others Acting in Concert with that person, have obtained Control of it together.

14.13 If the shareholders of the Company receive notice of a resolution for the voluntary winding-up of the Company, the Option Holder may exercise such proportion of their Options as the Board may, in its absolute discretion, determine. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. The Option may be exercised at any time before that resolution is passed, conditional upon the passing of that resolution, and if the Option Holder does not exercise the Option, it shall lapse when the winding up begins.

14.14 The Board shall notify Option Holders of any event that is relevant to Options under this rule 13.5. within a reasonable period after the Board becomes aware of it.of it.

15. Exchange of Options

15.1 If one of the following happens:

(a) a company obtains all the shares of the Company as a result of a Qualifying Exchange of Shares;

(b) a company obtains Control of the Company as a result of:

(i) making a general offer to acquire the whole of the issued share capital of the Company (except any capital already held by that company or any person connected with that company) that is made on a condition that, if it is satisfied, the offeror will have Control of the Company;

(ii) making a general offer to acquire all the shares in the Company (except any shares already held by that company or any person connected with that company) that are of the same class as the Shares; or

(iii) an event specified in rule 1.1.

(c) a company becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006,

(the relevant company being referred to in this rule 15.1 as the Acquiring Company)

and all of the following are true:

(d) the Acquiring Company satisfies the independence requirement set out in paragraph 9 of Schedule 5;

22 

(e) the Acquiring Company satisfies the trading activities requirement set out in paragraphs 13 to 23 of Schedule 5; and

(f) the relevant Option Holder would fall within the definition of Eligible Employee if for the purposes of that definition (and the definition of Material Interest as used in it) references to Group Member were references to any of the Acquiring Company and its 51% Subsidiaries,

each Option Holder may, by agreement with the Acquiring Company within the applicable Rollover Period, release any Option that is an EMI Option (or that part of any Option that is an EMI Option, where rule 4.1, rule 4.2 or rule 5.3 applies) (Old Option) for a replacement option (New Option).

15.2 A New Option shall:

(a) be granted over ordinary shares in the Acquiring Company that are fully paid up and not redeemable;

(b) be subject to rule 4.1, rule 4.2 and rule 4.3 with:

(i) the references in those rules to Shares being taken to be references to the shares in the Acquiring Company that are subject to New Options;

(ii) the references to other shares in the Company being taken to be references to any other shares in the Acquiring Company that are subject to EMI Options; and

(iii) the Market Value of shares in the Acquiring Company subject to each New Option being taken to equal the Market Value (under rule 4) of the Shares subject to the Old Option that it replaces, measured on the Grant Date of that Old Option;

(c) be a right to acquire a number of shares in the Acquiring Company that have, immediately after grant of the New Option, a total Market Value equal to the total Market Value of the shares subject to the Old Option that it replaces immediately before its release;

(d) have an exercise price for each share such that the total price payable on complete exercise of the New Option equals the total price that would have been payable on complete exercise of the Old Option that it replaces;

(e) be capable of exercise within ten years after the Grant Date of the Old Option that it replaces;

(f) only include conditions that must be fulfilled before the New Option can be exercised (if any) that are capable of being fulfilled within the period of ten years after the Grant Date of the Old Option that it replaces;

(g) satisfy the requirements of:

(i) paragraph 37 of Schedule 5; and

(ii) paragraph 38 of Schedule 5;

(h) satisfy rule 2.1; and

(i) be notified to HMRC in accordance with paragraph 44 of Schedule 5.

23 

15.3 Any Rollover Period shall have the same duration as the applicable required period defined in paragraph 42 of Schedule 5.

15.4 Any New Option granted in accordance with rule 15.1 will be treated as acquired at the same time as the Old Option that it replaces for the purposes of the legislation relating to EMI Options.

15.5 Although rule 15.1 does not provide for an Option that is not an EMI Option (or a part of any Option that is not an EMI Option, where rule 4.1, rule 4.2 or rule 5.3 applies) to be exchanged for another option in accordance with that rule, an Option Holder may agree terms with any company to make such an exchange during a Rollover Period.

16. Variation of share capital

If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) that affects (or may affect) the value of Options to Option Holders, the Board shall adjust the number and description of Shares subject to each Option or the Exercise Price of each Option in a manner that the Board, in its reasonable opinion, considers to be fair and appropriate. However:

(a) the total amount payable on the exercise of any Option in full shall not be increased; and

(b) the Exercise Price for a Share to be newly issued on the exercise of any Option shall not be reduced below its nominal value (unless the Board resolves to capitalise, from reserves, an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Exercise Price, and to apply this amount to pay for the relevant Shares in full).

In addition, notwithstanding anything to the contrary herein, any distribution of bonus shares, rights issue or distribution of cash or in kind dividend, shall be effected in accordance with Section 12 of the Master Plan, including in accordance with the terms of any applicable ruling issued by the “ITA” with respect to “102 Capital Gains Track Grants”, to the extent required, and all prior “Awards” as well as future Awards (whether under “Section 102” or otherwise) must be adjusted by the same mechanism (such capitalised terms are as defined in the Master Plan).

17. Notices

17.1 Except as maintained in rule 17.3, any notice or other communication given under or in connection with the Plan shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the Appropriate Address;

For the purposes of this rule 17, the Appropriate Address means:

(i) in the case of the Company, its registered office, provided the notice is marked for the attention of the Company Secretary;

(ii) in the case of an Option Holder, the Option Holder’s home address; and

(iii) if the Option Holder has died, and notice of the appointment of personal representatives is given to the Company, any contact address specified in that notice.

24 

(b) sent by fax to the fax number notified in writing by the recipient to the sender; or

(c) sent by email to the Appropriate Email Address.

For the purposes of this rule 17, Appropriate Email Address means:

(i) in the case of the Company, the email address of the Company Secretary as shall be notified to Option Holders from time to time; and

(ii) in the case of the Option Holder, the work email address if the Option Holder is permitted to access personal emails at work.

17.2 Any notice or other communication given under this rule 17 shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the appropriate address;

(b) if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, or at the time recorded by the delivery service;

(c) if sent by fax, at 9.00 am on the next Business Day after transmission; and

(d) if sent by email, at 9.00 am on the next Business Day after sending.

17.3 This rule does not apply to:

(a) the service of any notice of exercise under rule 9.2; and

(b) the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18. Administration and amendment

18.1 The Board shall administer the Plan.

18.2 The Board may amend the Plan from time to time, but:

(a) the Board may not amend the Plan if the amendment:

(i) applies to Options granted before the amendment was made; and

(ii) materially adversely affects the interests of Option Holders

except that each Option Holder may consent to the application to their Option(s) of such an amendment.

25 

(b) while Shares are traded on a recognised stock exchange, the Board may not make any amendment to the advantage of Option Holders if that amendment relates to:

(i) the definition of Employee;

(ii) the limits specified in rule 4 or rule 5;

(iii) rule 16

without the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders or for the Company or any Group Member).

18.3 The cost of establishing and operating the Plan shall be borne by the Group Members in proportions determined by the Board.

18.4 To satisfy the exercise of all the Options, the Company shall ensure that at all times:

(a) it has sufficient unissued or treasury Shares available, taking into account any other obligations of the Company to issue Shares and to transfer Shares from treasury, if the Company has restricted the number of Shares it can issue in its articles of association; and

(b) arrangements are in place for any third party to transfer issued Shares.

18.5 Any decision under rule 10.5 and whether to consider making such a decision, shall be entirely at the discretion of the Board.

18.6 The Board shall determine any question of interpretation and settle any dispute arising under the Plan. In these matters, the Board’s decision shall be final.

18.7 The Board shall notify each affected Option Holder of any Disqualifying Event other than one caused by the Option Holder’s cessation of employment.

The notice required under this rule 18.7 shall be given as soon as reasonably practicable after the Board becomes aware of the relevant Disqualifying Event. No Option shall become capable of exercise because of a notice given under this rule 18.7.

18.8 The Company shall not be obliged to notify any Option Holder if an Option is due to lapse.

18.9 The Company shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.

19. Third party rights

19.1 A person who is not a party to an Option shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where these rights arise under any rule of the Plan for any Employer Company of the Option Holder that is not a party to an Option.

This does not affect any right or remedy of a third party that exists, or is available, apart from the Contracts (Rights of Third Parties) Act 1999.

19.2 The rights of the parties to an Option to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Option as a result of the Contracts (Rights of Third Parties) Act 1999.

26 

20. Data protection

20.1 In accepting the grant of an Option each Option Holder consents to the collection, holding, processing and transfer of Personal Data by the Company or any Group Member for all purposes connected with the operation of the Plan.

20.2 The purposes of the Plan referred to in rule 20.1 include, but are not limited to:

(a) holding and maintaining details of the Option Holder’s Options;

(b) transferring the Option Holder’s Personal Data to the trustee of an employee benefit trust, the Company’s registrars or brokers or any administrators of the Plan;

(c) transferring the Option Holder’s Personal Data to a bona fide prospective buyer of the Company or the Option Holder’s Employer Company or business unit (or the prospective buyer’s advisers), provided that the prospective buyer, and its advisers, irrevocably agree to use the Option Holder’s Personal Data only in connection with the proposed transaction and in accordance with the data protection principles set out in the Data Protection Act 1998; and

(d) transferring the Option Holder’s Personal Data under rule 18.2 (b) or rule 18.2 (c) to a person who is resident in a country or territory outside the European Economic Area that may not provide the same statutory protection for the information as countries within the European Economic Area.

21. Governing law

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

22.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with, the Plan or its subject matter or formation (including non-contractual disputes or claims).

22.2 Each party irrevocably consents to any process in any legal action or proceedings under rule 22.1 being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.

27 

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

SATIXFY COMMUNICATIONS LTD.

(Exact Name of Registrant as Specified in Its Charter)

Newly Registered Securities

Security Type	Security Class Title (1)	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price(4)	Fee Rate	Amount of Registration Fee
Equity	Ordinary shares, no par value, previously issued pursuant to the SatixFy Communications Ltd. 2020 Share Award Plan	Rule 457(h)	7,749,945	$1.42 (2)	$11,004,921.90	0.00011020	$1,212.74
Equity	Ordinary shares, no par value, to be issued pursuant to the SatixFy Communications Ltd. 2020 Share Award Plan	Rule 457(h)	3,000,000	$9.98 (3)	$29,940,000.00	0.00011020	$3,299.39
Total Offering Amounts					$40,944,921.90		$4,512.13
Total Fee Offsets							-
Net Fee Due							$4,512.13

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers ordinary shares, no par value (“Ordinary Shares”), of SatixFy Communications Ltd. (the “Company” or “Registrant”) (i) authorized for issuance under the SatixFy Communications Ltd. 2020 Share Award Plan (as amended and restated) (the “2020 Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Ordinary Shares that may become issuable under the 2020 Plan by reason of any stock split, stock dividend or similar transaction involving Ordinary Shares.

(2) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act on the basis of the weighted-average exercise price of the stock options outstanding, rounded up to the nearest penny.

(3) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act. Pursuant to Rules 457(h)(1) and 457(c) under the Securities Act, the proposed maximum offering price of the Ordinary Shares reserved for issuance under the 2020 Plan is based on the implied average of the high and low prices of the Endurance Public Shares as reported on the Nasdaq Capital Market on October 20, 2022.

(4) Rounded up to the nearest penny.