{"url_path":"/sec/hubc/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-17","source_url":"https://www.sec.gov/Archives/edgar/data/1905660/0001213900-26-079236-index.html","accession_number":"0001213900-26-079236","cik":"0001905660","ticker":"HUBC","issuer_name":"Hub Cyber Security Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1905660/0001213900-26-079236-index.html","primary_entity_key":"0001905660","primary_entity_name":"Hub Cyber Security Ltd."},"word_count":14347,"has_tables":true,"body_markdown":"**Item 6.\nDirectors, Senior Management and Employees**\n\n** **\n\n**A.\nDirectors and Senior Management**\n\n** **\n\n**Management\nand Board of Directors**\n\n \n\nThe\nfollowing table sets forth the name, age and position of each of our executive officers and directors as of July 15, 2026:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\n*Executive\nOfficers*(5)\n \n \n \n \n\nLimor\nZur-Stoller\n \n56\n \nChief\nFinancial Officer\n\nTuvia\nGrossman\n \n45\n \nGeneral\nCounsel and Chief Legal Officer\n\n*Directors*\n \n \n \n \n\nRenah\nPersofsky (1)(2)(3)(4)(5)\n \n67\n \nChairperson\nof the Board\n\nShlomo\nBibas (1)(2)(4)\n \n56\n \nDirector\n\nIlan\nFlato (1)(2)(3)(4)\n \n69\n \nDirector\n\nVineet\nMalhotra (1)(2)(4)\n \n53\n \nDirector\n\nUzi\nMoskovich\n \n62\n \nDirector\n\n \n\n(1)\nMember\nof our audit committee\n\n \n\n(2)\nMember\nof our compensation committee\n\n \n\n(3)\nMember\nof our nominating and governance committee\n\n \n\n(4)\nIndependent\ndirector under the rules of Nasdaq\n\n \n\n(5)\n\nOn\nMarch 31, 2026, Noah Hershcoviz resigned from his position as Chief Executive Officer and\na member of the Board of Directors, effective immediately. Renah Persofsky, our Chairperson\nof the Board, has taken on a greater role in HUB’s management while we seek a replacement\nfor Mr. Hershcoviz.\n\n \n\nDuring\nMay 2026, John Rogers, President of the Americas Region, and Paul Parisi, Chief Revenue Officer, resigned from their positions, effective\nimmediately.\n\n \n\nDuring\nJune 2026, Nachman Geva, our Chief Technology Officer, and Shai Schiller, our Head of Strategy, resigned from their positions, effective\nimmediately.\n\n \n\n102\n\n \n\n**Executive\nOfficers**\n\n \n\n*Limor\nZur-Stoller* has served as our Chief Financial Officer since January 2026. Prior to joining HUB, Ms. Zur-Stoller served as Chief Financial\nOfficer of Xjet Ltd. From 2021 to 2023, she served as Chief Financial Officer of HIL Applied Medical, from 2020 to 2021, as Chief Financial\nOfficer of Smart Agro, from 2018 to 2020, as Chief Financial Officer of Rootility Ltd. and from 2016 to 2018, as Chief Financial Officer\nof Nutrinia Ltd. From 2008 to 2016, she served as Chief Financial Officer of Rosetta Genomics Ltd., Rosetta Green Ltd., a spin-off from\nRosetta Genomics and then became Israel Finance Lead of Monsanto Inc. following their purchase of Rosetta Green. Ms. Zur-Stoller is a\ncertified CPA and holds an M.B.A. degree in Business Administration and Finance and a B.A. in Accounting and Economics.\n\n \n\n*Tuvia\nGrossman*has served as our General Counsel and Chief Legal Officer since January 2025. Prior to joining HUB, Mr. Grossman served\nas the General Counsel and Chief Legal Officer of Pangea IT Ltd., a hi-tech company providing biometrically secured technology and big\ndata solutions for the governmental sector, from 2014 to 2024. From 2012 to 2014, he served as the Director of Legal & Business Affairs\nof Tahal Water Energy Ltd. From 2010 to 2012, he served as a lawyer at ERM Law, from 2005 to 2010, he served as a lawyer at Gornitzky\n& Co. and from 2004 to 2005, at the Supreme Court of Israel. Mr. Grossman holds a J.D. degree in Law from Chicago-Kent University\nof Law.\n\n \n\n**Directors**\n\n \n\n*Renah\nPersofsky* has served as a member of HUB’s Board of Directors since November 2024 and as Active Chairperson of HUB’s\nBoard of Directors since March 2025. Ms. Persofsky has over 40 years of wide-ranging business experience. She served as the\nChief Executive Officer of Strajectory Corp. from 2010 to November 2024 and served as an executive consultant of Canadian Imperial\nBank of Commerce (NYSE: CM) from 2012 to 2023. Ms. Persofsky served as the Chairwoman of BookJane Corp. from 2016 to 2022, as a\ndirector of Greenlane Holdings (Nasdaq: GNLN) from 2022 to 2025, as a director at Oceansix Future Paths Ltd. (TSXV: OSIX) (f/k/a K.B.\nRecycling Industries Ltd.) from 2021 to 2025 and as a director of Alkemy Solutions from 2021 to 2025. She has served as a director of\nTilray Brands, Inc. (Nasdaq: TLRY) (f/k/a Aphria Inc.) since 2017 and the Vice Chairwoman and Lead Director since October 2019 as\nthe Chairwoman of Green Gruff Inc. since 2020, as a director of Hydrofarm LLC since 2020 and as a director of Gauzy Ltd. since March\n2026. Ms. Persofsky has also previously served as an executive consultant to many iconic brands including Tim Hortons, Canadian Tire\n(OTCMKTS: CDNAF), Canada Post and Interac, and was an executive officer of the Bank of Montreal (NYSE: BMO). Ms. Persofsky\npreviously co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce, and she also served as a special\nadvisor to Canada’s Minister of Foreign Affairs and Trade. Ms. Persofsky received her degree from the Rotman School of Management\nat the University of Toronto.\n\n* *\n\n*Shlomo\nBibas* has served as a member of HUB’s Board of Directors since April 2025. From August 2022 to August 2025, Mr. Bibas\nserved as Senior Vice President Operations and Chief Technology Officer at the Woodbridge Group. From 2018 to 2022, he served as Senior\nVice President and Global Chief Information Officer at Celestica Inc. From 2012 to 2018, he served as Senior Vice President Global Operations\nand Chief Information Officer at Apotex Inc. Prior to that, Mr. Bibas was a Partner at Accenture, where he led the Canadian High-Tech\npractice and held several international assignments. Mr. Bibas served as Independent Director of the Board of Aphria Inc. (now Tilray\nBrands, Inc.) from 2018 to 2021 and has served as a director at Gauzy Ltd. since March 2023. Since 2007, Mr. Bibas has served on the\nboards of various private, public, for-profit and not-for-profit organizations. From 2018 to 2025, he served as Vice Chairman of the\nBoard of Cayuse Technologies LLP and from 2013 to 2017, he served as a director at Indigena Solutions. Mr. Bibas holds a B.A.Sc. in Mechanical\nEngineering from the University of Toronto and an ICD.D designation from the Rotman School of Management and the Institute of Corporate\nDirectors.\n\n \n\n*Ilan\nFlato *has served as a member of HUB’s Board of Directors since April 2023. Mr. Flato has served as President\nof The Association of Publicly Traded Companies on the Tel-Aviv Stock Exchange since January 2012. From 2009 until 2018, Mr. Flato\nserved as a director at two Israeli Provident Funds. From 2009 until April 2018, Mr. Flato served as Chairman of the Business\nExecutive of Kibbutz Kfar Blum. From January 2018 until April 2020, Mr. Flato served as Chairman of the Business Executive\nof Kibbutz Naan. Since 2004, Mr. Flato has functioned as an independent financial adviser. Until 2004, Mr. Flato served as\nthe VP for planning, economics and online banking at United Mizrahi Bank and as the Chief Economist of the bank. From 1992 until 1996,\nMr. Flato served as the Economic Advisor to the Prime Minister of Israel. Prior to that position, Mr. Flato served in the Israeli\nTreasury Office as the deputy director of the budget department. Additionally, Mr. Flato served as a director of Tower Semiconductor\nLtd. from February 2009 until July 2025. Mr. Flato has also served as a member of the board of directors of many government-owned companies.\nMr. Flato holds a B.A. degree in economics from Tel-Aviv University, an LL.B. degree from Netanya College, an M.A. degree in\nlaw from Bar-Ilan University and an MSIT from Clark University.\n\n \n\n103\n\n* *\n\n*Vineet\nMalhotra* has served as a member of our board of directors since December 2025. Mr. Malhotra has served as the Chief Executive Officer\nand Co-Founder of Monie Payments Corp., a fintech company developing digitally disruptive payment solutions across North America, since\n2023. From 2004 to 2023, Mr. Malhotra held several senior executive positions at Canadian Imperial Bank of Commerce (CIBC), including\nManaging Director and Head of the Alternate Solutions Group and Chief Executive Officer of Simplii Financial, CIBC’s Canadian direct\nbanking brand launched in 2017 and serving approximately two million clients. Prior to joining CIBC, Mr. Malhotra held leadership roles\nat Manulife Financial from 1999 to 2004 and at IBM Global Services from 1995 to 1999, after beginning his career at Ernst & Young\nin 1994. Mr. Malhotra holds a B.A. in Mathematics, Finance and Accounting from Wilfrid Laurier University in Waterloo, Canada, and has\nattended the Executive Education Program at Harvard Business School.\n\n* *\n\n*Uzi\nMoskovich* has served as a member of our board of directors since June 2021. Mr. Moskovich served as our Chief Executive\nOfficer from February 2023 to December 2023. Prior to becoming our Chief Executive Officer in February 2023, Mr. Moskovich served as\nour Chairman from April 2022 to February 2023. Mr. Moskovich has served as the Chief Executive Officer of Interionet since\nMarch 2024. Prior to that, Mr. Moskovich served as Chief Executive Officer of Wave Guard Technologies Ltd. from February 2019 to\nJanuary 2023. Mr. Moskovich served as a Vice President at Israel Aerospace Industries (IAI) from January 2017 to November 2018. Mr. Moskovich\nserved as a member of the board of directors of BrandShield Systems Plc (LSE: BRSD.L) from 2019 to 2023 and Migdal Insurance and Financial\nHoldings Ltd (TASE: MGDL.TA) from 2017 to 2021. Mr. Moskovich received a B.Sc. degree in Aeronautical Engineering from the Technion\nIsrael Institute of Technology in Haifa, Israel, an M.B.A. from New York University and an M.Sc. in Strategic Studies from the US Army\nWar College.\n\n \n\n**B.\nCompensation**\n\n** **\n\n**Directors**\n\n \n\nUnder\nthe Companies Law, the compensation of a public company’s directors requires the approval of (i) its compensation committee,\n(ii) its board of directors and, unless exempted under regulations promulgated under the Companies Law, (iii) the approval\nof its shareholders at a general meeting. In addition, if the compensation of a public company’s directors is inconsistent with\nthe company’s compensation policy, then those inconsistent provisions must be separately considered by the compensation committee\nand board of directors, and approved by the shareholders by a special vote in one of the following two ways:\n\n \n\n \n●\nat\nleast a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest\nin such matter, present and voting at such meeting, vote in favor of the inconsistent provisions of the compensation package, excluding\nabstentions; or\n\n \n\n \n●\nthe\ntotal number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting\nagainst the inconsistent provisions of the compensation package does not exceed two percent (2%) of the aggregate voting rights\nin the Company.\n\n** **\n\n**Executive\nofficers other than the chief executive officer**\n\n \n\nThe\nCompanies Law requires the compensation of a public company’s executive officers (other than the chief executive officer and who\ndo not also serve as a director) be approved in the following order: (i) the compensation committee, (ii) the company’s\nboard of directors, and (iii) if such compensation arrangement is inconsistent with the company’s stated compensation policy,\nthe company’s shareholders (by a special vote as discussed above with respect to the approval of director compensation that is\ninconsistent with the compensation policy).\n\n \n\n104\n\n \n\nHowever,\nthere are exceptions to the foregoing approval requirements with respect to such non-director executive officers. If the shareholders\nof the company do not approve the compensation of such a non-director executive officer, the compensation committee and board of directors\nmay override the shareholders’ disapproval for such non-director executive officer provided that the compensation committee and\nthe board of directors each document the basis for their decision to override the disapproval of the shareholders and approve the compensation.\n\n \n\nAn\namendment to an existing compensation arrangement with a non-director executive officer requires only the approval of the compensation\ncommittee, if the compensation committee determines that the amendment is immaterial. However, if such non-director executive officer\nis subordinate to the chief executive officer, an immaterial amendment to an existing compensation arrangement shall not require the\napproval of the compensation committee if (i) such amendment is approved by the chief executive officer, (ii) the company’s\ncompensation policy allows for such immaterial amendments to be approved by the chief executive officer and (iii) the engagement\nterms are consistent with the company’s compensation policy.\n\n** **\n\n**Chief\nexecutive officer**\n\n \n\nUnder\nthe Companies Law, the compensation of a public company’s chief executive officer is required to be approved by: (i) the company’s\ncompensation committee, (ii) the company’s board of directors and (iii) the company’s shareholders (by a special\nvote as discussed above with respect to the approval of director compensation that is inconsistent with the compensation policy). However,\nif the shareholders of the company do not approve the compensation arrangement with a chief executive officer who does not serve as a\ndirector, the compensation committee and board of directors may override the shareholders’ decision provided that they each document\nthe basis for their decision. The approval of each of the compensation committee and board of directors should be in accordance with\nthe company’s compensation policy; however, in special circumstances, they may approve compensation terms of a chief executive\nofficer that are inconsistent with such policy provided that they have considered those provisions that must be included in the compensation\npolicy according to the Companies Law and that shareholder approval was obtained (by a special majority vote as discussed above with\nrespect to the approval of director compensation that is inconsistent with the compensation policy).\n\n \n\nIn\nthe case of a new chief executive officer, the compensation committee may waive the shareholder approval requirement with regard to the\ncompensation of a candidate for the chief executive officer position if the compensation committee determines that: (i) the compensation\narrangement is consistent with the company’s compensation policy, (ii) the chief executive officer candidate did not have,\non the date of his appointment or during the two-year period preceding his appointment, an “affiliation” (including an employment\nrelationship, a business or professional relationship or control) with the company or a controlling shareholder of the company or a relative\nthereof and (iii) subjecting the approval of the engagement to a shareholder vote would impede the company’s ability to employ\nthe chief executive officer candidate. However, if the chief executive officer candidate will serve as a member of the board of directors,\nsuch candidate’s compensation terms as chief executive officer must be approved in accordance with the rules applicable to\napproval of compensation of directors.\n\n** **\n\n**Compensation\nof Executive Officers and Directors**\n\n \n\nThe\naggregate cash compensation and benefits in kind, paid by us and our subsidiaries to our executive officers and directors as a group\nfor the year ended December 31, 2025, was approximately $3,365,632.\n\n \n\nThe\nfollowing is a summary of the salary expenses and social benefit costs of our five most highly compensated executive officers in 2025,\nor the “Covered Executives.” All amounts reported reflect the cost to the Company as recognized in our financial statements\nfor the year ended December 31, 2025(1). U.S. dollar amounts indicated for compensation of our Covered Executives are\nin dollars.\n\n \n\n**Name and Principal Position(2)** \n**Base Salary ($)(3)**  \nVariable\ncompensation\n($)  \n**Equity-Based Compensation ($)(4)**  \nTotal\n($) \n\nNoah Hershcoviz \n   \n   \n   \n  \n\n*Former Chief Executive Officer and Director(5)* \n 564,468  \n 451,289  \n 206,225  \n 1,221,982 \n\nLior Davidsohn \n    \n    \n    \n   \n\n*Former Interim CFO(6)* \n 374,176  \n -  \n -  \n 374,176 \n\nNachman Geva \n    \n    \n    \n   \n\n*Former Chief Technology Officer(7)* \n 367,851  \n -  \n 138,268  \n 506,119 \n\nShai Schiller \n    \n    \n    \n   \n\n*Former Head of Strategy(8)* \n 435,416  \n -  \n 104,785  \n 540,201 \n\nTuvia Grossman \n    \n    \n    \n   \n\nGeneral Counsel and Chief Legal Officer \n 479,246  \n -  \n 239,848  \n 719,094 \n\n \n\n105\n\n \n\n(1)\n\nAll\namounts reported in the table are in terms of cost to us, as recorded in our financial statements.\n\n \n \n\n(2)\n\nAll\nCovered Executives listed in the table are our full-time employees. Cash compensation amounts denominated in currencies other than the\nU.S. dollar were converted into U.S. dollars at the average conversion rate for 2025.\n\n \n \n\n(3)\n\nAmounts\nreported in this column include the base salary and the social benefits paid by us on behalf of the Covered Executives, convalescence\npay, contributions made by the company to an insurance policy or a pension fund, work disability insurance, severance, educational fund\nand payments for social security.\n\n \n \n\n(4)\n\nAmounts\nreported in this column represent the expense recorded in our financial statements for the year ended December 31, 2025 with respect\nto equity-based compensation grants. The relevant amounts underlying the equity awards granted to our officers during 2025, will continue\nto be expensed in our financial statements over a four-year period during the years 2025 – 2028 on account of\nthe 2025 grants in similar annualized amounts. All equity-based compensation grants to our Covered Executives were made in accordance\nwith the parameters of our Company’s compensation policy and were approved by our compensation committee and board of directors.\n\n \n \n\n(5)\n\nNoah\nHershcoviz served as Chief Executive Officer from December 2023 and as a member of HUB’s board of directors from October 2023\nuntil he resigned from those positions on March 31, 2026. \n\n \n \n\n(6)\n\nLior\nDavidsohn served as Interim Chief Financial Officer from February 2024 to December 2025. Limor Zur-Stoller was appointed Chief Financial\nOfficer in January 2026.\n\n \n \n\n(7)\n\nNachman\nGeva served as Chief Technology Officer from January 2024 until he resigned from his position in June 2026. \n\n \n \n\n(8)\n\nShai\nSchiller served as Head of Strategy from October 2023 until he resigned from his position in June 2026. \n\n \n\nAt\nour annual general meeting of shareholders in December 2025, our shareholders approved the following compensation payable to each of\nour directors in respect of 2026 and onward, with the cash portion of the compensation to be paid promptly following the end of each\ncalendar quarter (or at the termination of the director’s service in the event of the director’s termination prior thereto):\n\n \n\n \n●\nAn\nannual fee of $50,000 for each member of the board of directors or $130,000 for the chairman of the board of directors (or, in each\ncase, a pro-rata portion thereof in the event of service for less than a full calendar year);\n\n \n\n \n●\nAn\nannual fee of $10,000 for each member of the Audit Committee (or $15,000 for the chair), $8,000 for each member of the Compensation\nCommittee (or $12,000 for the chair), $6,000 for each member of the Nominating and Governance Committee (or $9,000 for the chair)\n(or, in each case, a pro-rata portion thereof in the event of service for less than a full calendar year) and, if applicable, $15,000\nfor each member (including the chair) of a special committee that may be established by the board of directors from time to time\n(even if less than a full calendar year);\n\n \n\n106\n\n \n\n \n●\nIn\naddition, a non-employee director will be entitled to an additional annual fee if such non-employee director participated in more\nthan 15 meetings of the board of directors and its committees in a calendar year, equal to a pro rata amount of the annual board\nof director membership fee, based on the applicable number of meetings attended; and\n\n \n\n \n●\nOn\nthe date of each annual general meeting, each non-executive director is granted RSUs with a value based on the closing market price\nof our Ordinary Shares on the Nasdaq Stock Market on the date of grant (or the next trading day). If a director serves on multiple\ncommittees, they are entitled to the aggregate value of all applicable positions listed below:   Position Chair Member Board\nof Directors $400,000 $130,000 Audit Committee $150,000 $50,000 Compensation Committee $150,000 $50,000 Nominating and Governance\nCommittee $150,000 $50,000\n\n \n\nPosition \nChair  \nMember \n\nBoard of Directors \n$400,000  \n$130,000 \n\nAudit Committee \n$150,000  \n$50,000 \n\nCompensation Committee \n$150,000  \n$50,000 \n\nNominating and Governance Committee \n$150,000  \n$50,000 \n\n \n\n \n \nEach\ngrant of RSUs vests in eight equal monthly installments, subject to continued service, with the first vesting date occurring one\nmonth from the date of grant. Directors appointed between annual meetings receive a pro-rata RSU grant on their date of appointment.\nThe grant value is calculated based on the number of months elapsed since the preceding annual meeting.\n\n \n\n \n \nRSUs\nissued to U.S.-resident directors shall be classified as non-qualified, while RSUs issued to Israel-resident directors shall be issued\nunder the Capital Gains tax track pursuant to Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 (the “Ordinance”).\n\n \n\n**Share\nOption Plans**\n\n** **\n\n**2007\nEmployee Stock Option Plan** \n\n \n\nIn\n2007, HUB (ALD prior to its merger with HUB) adopted its 2007 Employee Stock Option Plan (the “2007 Plan”), as amended from\ntime to time. The 2007 Plan provides for the grant of options to the employees, directors, office holders, service providers and consultants\nof HUB and its subsidiaries and affiliates.\n\n \n\n*Authorized\nShares*. As of December 31, 2025, there were no ordinary shares reserved and available for issuance under the 2007 Plan pursuant\nto previously granted options awards that remain outstanding. We no longer grant any awards under the 2007 Plan, though previously granted\noptions under the 2007 Plan remain outstanding under the 2007 Plan.\n\n \n\n*Administration*. HUB’s\nboard of directors, or a duly authorized committee of the board of directors (the “Administrator”), administers the 2007\nPlan. Under the 2007 Plan, the Administrator has the authority, subject to applicable law, to (among other things) interpret the terms\nof the 2007 Plan and any notices of grant or options granted thereunder, designate recipients of option grants, determine and amend the\nterms of awards, including: the number of shares underlying each award, provisions concerning the time and extent to which the options\nmay be exercised and the nature of restrictions as to transferability, the class and the exercise price of an option or purchase price\nper share covered by an award, the fair market value of HUB ordinary shares, the time of grant and vesting schedule applicable to an\naward (including the determination to accelerate an award and/or amend the vesting schedule), the method of payment for shares purchased\nupon the exercise or (if applicable) vesting of an award or for satisfaction of any tax withholding obligation arising in connection\nwith the award or such shares, the time of the expiration of the awards, the effect of the grantee’s termination of employment,\nthe cancellation or the suspension of awards, prescribe the forms of agreement under which each award is granted, and take all other\nactions and make all other determinations necessary or desirable for, or incidental to, the administration of the 2007 Plan and any award\nunder the 2007 Plan.\n\n* *\n\n107\n\n* *\n\n*Eligibility*. The\n2007 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102\n(“Section 102”) of the Israeli Income Tax Ordinance (New Version) (the “Ordinance”) and Section 3(i)\nof the Ordinance.\n\n \n\nSection 102\nof the Ordinance allows employees, directors and officers who are not controlling shareholders and are considered Israeli residents to\nreceive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions. HUB’s non-employee\nservice providers and controlling shareholders who are considered Israeli residents may only be granted options under Section 3(i) of\nthe Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax treatment involving\nthe issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance\nof options or shares directly to the grantee. Section 102(b)(2) of the Ordinance, the most favorable tax treatment for the grantee,\npermits the issuance to a trustee under the “capital gain track.”\n\n \n\n*Grant*. All\nawards granted pursuant to the 2007 Plan are evidenced by a written agreement between HUB and the grantee or a written notice delivered\nby HUB (the “Award Agreement”). The Award Agreement sets forth the terms and conditions of the award, including the type\nof award, number of shares subject to such award, manner of exercise, term and vesting schedule (including performance goals or measures)\nand the exercise price, if applicable.\n\n* *\n\n*Exercise*. An\naward under the 2007 Plan may be exercised by providing HUB (or to any third party designated by HUB) with a written notice of exercise\nand full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined\nby the Administrator and permitted by applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding,\nexercise price and purchase price obligations arising in connection with awards under the 2007 Plan, the Administrator may, in its discretion,\namong others, accept cash or otherwise provide for net withholding of shares in a cashless or net exercise mechanism.\n\n* *\n\n*Transferability*. Other\nthan by will, the laws of descent and distribution or as otherwise provided under the 2007 Plan, and unless otherwise determined by the\nAdministrator, neither the awards nor any right in connection with such awards are assignable or transferable.\n\n* *\n\n*Termination\nof Employment*. In the event of termination of a grantee’s employment or service with HUB or any of its affiliates, all\nvested and exercisable awards held by such grantee as of the date of termination may be exercised within three months after such\ndate of termination, unless otherwise determined by the Administrator. Any awards which are unvested as of the date of such termination,\nor which are vested but not exercised within the three-month period following such termination, will terminate.\n\n \n\nIn\nthe event of termination of a grantee’s employment or service with HUB or any of its affiliates due to such grantee’s death\nor disability, all vested and exercisable awards held by such grantee as of the date of termination may be exercised, within one year\nafter such date of termination, unless otherwise provided by the Administrator. Any awards which are unvested as of the date of such\ntermination or which are vested but not exercised within the one-year period following such termination, will terminate.\n\n \n\nNotwithstanding\nany of the foregoing, if a grantee’s employment or services with HUB or any of its affiliates is terminated for “cause”\n(as defined in the 2007 Plan), unless otherwise determined by the Administrator, all outstanding awards held by such grantee (whether\nvested or unvested) will terminate on the date of such termination.\n\n* *\n\n*Transactions*. In\nthe event of an exchange or change of HUB’s ordinary shares by declaration of a stock split, consolidation or exchange of share\ncapital of HUB recapitalization, or other similar occurrences, the number and class and kind of shares subject to the 2007 Plan and any\noptions granted thereunder shall be adjusted and, the exercise price per share covered the options shall be appropriately adjusted. No\nadjustment shall be made by reason of the distribution of subscription rights on outstanding shares.\n\n \n\n108\n\n \n\nIn\nthe event of a merger, acquisition, reorganization, amalgamation or consolidation of HUB, or a sale of all, or substantially all of HUB’s\nassets (“Transaction”), (i) all outstanding shares subject to the unexercised portions of outstanding options will be replaced\nor substituted by the successor corporation in such Transaction and appropriate adjustments shall be made to the exercise price and all\nother terms and conditions shall remain unchanged, all as determined by the Administrator or (ii) if the outstanding options are not\nassumed or substituted the Administrator may provide for an acceleration of vesting of unvested options as of the date that is ten days\nfrom the date of the Transaction.\n\n \n\nIn\nthe event HUB is voluntarily liquidated or dissolved, all vested and unexercised options shall become exercisable within ten days of\nnotice to the grantee, and following such period, all remaining outstanding options will terminate immediately.\n\n** **\n\n**2021\nEmployee Stock Option Plan** \n\n** **\n\nIn\n2021, HUB adopted the 2021 Employee Stock Option Plan (“2021 Plan”). The 2021 Plan provides for the grant of equity-based\nincentive awards to HUB’s and its affiliates’ employees, directors, office holders, service providers and consultants in\norder to incentivize them to increase their efforts on behalf of HUB or its affiliates and to promote the success of HUB’s business.\n\n* *\n\n*Authorized Shares*. As\nof December 31, 2025, there were 13,559 ordinary shares reserved and available for issuance under the 2021 Plan (before adjustment for\nthe 1-for-15 reverse split effected on January 15, 2026, the 1-for-50 reverse split effected on April 20, 2026 and the 1-for-20 reverse\nsplit effected on June 5, 2026). Following the adoption of the 2021 Plan, HUB ceased making grants under the 2007 Plan, though previously\ngranted options under the 2007 Plan remain outstanding under the 2007 Plan.\n\n* *\n\n*Administration*. HUB’s\nboard of directors, or a duly authorized committee of the board of directors (the “Administrator”), will administer the 2021\nPlan. Under the 2021 Plan, the Administrator has the authority, subject to applicable law, to interpret the terms of the 2021 Plan and\nany award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including\nthe exercise price of an option award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award\nor the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement\nfor use under the 2021 Plan and take all other actions and make all other determinations necessary for the administration of the 2021\nPlan.\n\n \n\nThe\nAdministrator also has the authority to approve the conversion, substitution, cancellation or suspension under and in accordance with\nthe 2021 Plan of any or all option awards or ordinary shares, and the authority to modify option awards to eligible individuals who are\nforeign nationals or are individuals who are employed outside Israel or the United States of America to recognize differences in local\nlaw, tax policy or custom, in order to effectuate the purposes of the 2021 Plan but without amending the 2021 Plan.\n\n \n\nThe\nAdministrator also has the authority to amend and rescind rules and regulations relating to the 2021 Plan or terminate the 2021 Plan\nat any time. No termination or amendment of the 2021 Plan shall affect any then outstanding award unless expressly provided by the Administrator.\n\n* *\n\n*Eligibility*. The\n2021 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102\nof the Ordinance, and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers,\nincluding those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A\nof the Code.\n\n \n\n109\n\n \n\n*Grants*. All\nawards granted pursuant to the 2021 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the Administrator\nin its sole discretion. The award agreement will set forth the terms and conditions of the award, including the type of award, number\nof shares subject to such award, vesting schedule and conditions (including performance goals or measures) and the exercise price, if\napplicable. Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A\nof the Code, which may impose additional requirements on the terms and conditions of such awards.\n\n \n\nUnless\notherwise determined by the Administrator and stated in the award agreement, and subject to the conditions of the 2021 Plan, awards vest\nand become exercisable under the following schedule: 25% of the shares covered by the award on the first anniversary of the vesting commencement\ndate determined by the Administrator (and in the absence of such determination, the date on which such award was granted) and 12.5% of\nthe shares covered by the award at the end of each subsequent six-month period thereafter over the course of the following three years;\nprovided that the grantee remains continuously as an employee or provides services to HUB throughout such vesting dates.\n\n \n\nEach\naward will expire up to ten years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated\nby the Administrator.\n\n* *\n\n*Awards*. The\n2021 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), ordinary shares,\nrestricted shares units (“RSUs”), restricted shares, share purchase rights and other share-based awards.\n\n \n\nOptions\ngranted under the 2021 Plan to HUB employees who are U.S. residents may qualify as “incentive stock options” within the meaning\nof Section 422 of the Code, or may be non-qualified stock options. The exercise price of an option may not be less than the par\nvalue of the shares (if the shares bear a par value) for which such option is exercisable, otherwise an exercise price of an award of\nless than the par value of the shares (if shares bear a par value) shall comply with section 304 of the Companies Law. The exercise price\nof a non-qualified stock option shall not be less than 100% of the fair market value of a share on the date of grant of such option or\nsuch other amount as may be required pursuant to the section 409A of the Code. Notwithstanding the foregoing, a non-qualified stock option\nmay be granted with an exercise price lower than the minimum exercise price set forth above if such award is granted pursuant to an assumption\nor substitution for another option in a manner qualifying under the provisions of that complies with section 424(a) of the Code 1.409A-1(b)(5)(v)(D)\nof the U.S. Treasury Regulations or any successor guidance. The exercise price of an Incentive Stock Option granted under the 2021 Plan\nmay not be less than 100% of the fair market value of the underlying share on the date of grant or such other amount as may be required\npursuant to the Code. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum\nexercise price set forth above if such Award is granted pursuant to an assumption or substitution for another option in a manner that\ncomplies with the provisions of Section 424(a) of the Code. In the case of Incentive Stock Options granted to a ten percent\nshareholders, (i) the exercise price shall not be less than 110% of the fair market value of the underlying share on the date of\ngrant, and (ii) the exercise period shall not exceed five (5) years from the effective date of grant of such grant.\n\n* *\n\n*Exercise*. An\naward under the 2021 Plan may be exercised by providing HUB with a written notice of exercise and full payment of the exercise price\nfor such shares underlying the award, if applicable, in such form and method as may be determined by the Administrator and permitted\nby applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price and purchase\nprice obligations arising in connection with awards under the 2021 Plan, the Administrator may, in its discretion, accept cash, check,\nprovide for net withholding of shares in a cashless or net exercise mechanism.\n\n* *\n\n*Transferability*. Other\nthan by will, the laws of descent and distribution or as otherwise provided under the 2021 Plan or by the Administrator, neither the\nawards nor any right in connection with such awards are assignable or transferable.\n\n \n\n110\n\n \n\n*Termination\nof Employment*. In the event of termination of a grantee’s employment or service with HUB or any of its affiliates, all\nvested and exercisable awards held by such grantee as of the date of termination may be exercised within ninety days after such date\nof termination, unless otherwise determined by the Administrator, but in no event later than the date of expiration of the award as set\nforth in the award agreement. After such ninety days period, all such unexercised awards will terminate.\n\n \n\nIn\nthe event of termination of a grantee’s employment or service with HUB or any of its affiliates due to such grantee’s death\nor permanent disability, all vested and exercisable awards held by such grantee as of the date of termination may be exercised within\none year after such date of termination, unless otherwise determined in the grantee’s award agreement. Any awards which are unvested\nas of the date of such termination or which are vested but not then exercised within the one-year period following such date, will terminate.\n\n \n\nThe\nAdministrator may, prior to the date of termination, extend the exercise period for the vested and exercisable options for a period not\nto exceed the period during which the options by their terms would otherwise have been exercisable.\n\n \n\nNotwithstanding\nany of the foregoing, if a grantee’s employment or services with HUB or any of its affiliates is terminated for “cause”\n(as defined in the 2021 Plan), subject to the discretion of the Company, all outstanding awards held by such grantee (whether vested\nor unvested) will terminate on the date of such termination.\n\n* *\n\n*Voting\nRights*. Grantees will not have the rights as a shareholder of HUB with respect to any shares covered by an award until the award\nhas vested and/or the grantee has exercised such award, paid any exercise price for such award and becomes the record holder of the shares.\n\n* *\n\n*Dividends*. Grantees\nholding HUB Ordinary Shares issued upon the exercise or vesting of RSUs will be entitled to receive dividends and other distributions\nwith respect to the quantity of their holdings, subject to HUB’s Articles of Association and applicable taxation.\n\n* *\n\n*Transactions*. In\nthe event of an exchange or change of HUB’s ordinary shares by declaration of a stock split, consolidation or exchange of share\ncapital of HUB recapitalization, or other similar occurrences, the number and class and kind of shares subject to the 2021 Plan and any\noptions granted thereunder shall be adjusted and, the exercise price per share covered the options shall be appropriately adjusted. No\nadjustment shall be made by reason of the distribution of subscription rights on outstanding shares.\n\n \n\nIn\nthe event of a merger, acquisition, reorganization, amalgamation or consolidation of HUB, or a sale of all, or substantially all of HUB’s\nassets (“Transaction”), (i) all outstanding shares subject to the unexercised portions of outstanding options will be replaced\nor substituted by the successor corporation in such Transaction and appropriate adjustments shall be made to the exercise price and all\nother terms and conditions shall remain unchanged, all as determined by the Administrator or (ii) if the outstanding options are not\nassumed or substituted the Administrator may provide for an acceleration of vesting of unvested options as of the date that is ten days\nfrom the date of the Transaction.\n\n \n\nIn\nthe event HUB is voluntarily liquidated or dissolved, all vested and unexercised options shall become exercisable within ten days of\nnotice to the grantee, and following such period, all remaining outstanding options will terminate immediately.\n\n \n\n111\n\n \n\n**C.\nBoard Practices**\n\n** **\n\n**Corporate\nGovernance Practices**\n\n \n\nAs\nan Israeli company, we are subject to various corporate governance requirements under the Companies Law, relating to matters such as\nexternal directors, the audit committee, the compensation committee and an internal auditor. See below under “—External directors.”\n\n \n\nIn\nMarch 2025, the Constitution, Law and Justice Committee of the Israeli Parliament approved the version of a proposed amendment to the\nCompanies Law relating to public companies without a controlling shareholder, such as HUB. The Parliament is expected to vote on such\namendment in the near future for the purpose of final enactment. If enacted, the amendment is expected to go into effect 12 months after\nits official publication. The proposed amendment would apply various corporate governance requirements that are believed to be better\nsuited to companies with decentralized ownership structures.\n\n \n\nGenerally,\nthe proposed amendment includes, among other things, lowering the threshold for the presumption of ‘control’ from 50% to\n25% of the means of control of the company; changes to the composition of the board of directors (generally, the replacement of the requirement\nto appoint two “external directors” with the requirement to appoint a majority of “independent directors”); the\nnomination of candidates for the position of director on behalf of the board of directors by an independent nomination committee; the\nrequirement to approve extraordinary transactions with “significant holders” (holding 10% or more of the voting rights in\na company) by the audit committee and board of directors; the requirement to approve extraordinary transactions with directors, their\nrelatives or entities controlled by them (even if not compensation related) by the audit committee, board of directors and shareholders\n(by a simple majority); and the requirement that the term of office of a director expire no later than the third annual general meeting\n(without preventing re-appointment for additional terms), provided that at any given time, the terms of at least half of the directors\nwill expire at the next two annual general meetings. As a Nasdaq-listed company, we are already subject to some of these requirements,\nsuch as a majority of independent directors and a nominating committee.\n\n \n\nWe\nare a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a foreign private issuer\nwe will be permitted to comply with Israeli corporate governance practices instead of the certain listing rules of Nasdaq, provided\nthat we disclose which requirements we are not following and the equivalent Israeli requirements.\n\n \n\nWe\nrely on this “foreign private issuer exemption” with respect to the quorum requirement for shareholder meetings and with\nrespect to Nasdaq shareholder approval rules. Whereas under the corporate governance rules of Nasdaq, a quorum requires the presence,\nin person or by proxy, of holders of at least 33 1/3% of the total issued and outstanding voting power of our shares at each general\nmeeting of shareholders, pursuant to the Articles, and as permitted under the Companies Law, the quorum required for a general meeting\nof shareholders will consist of at least two shareholders present in person or by proxy in accordance with the Companies Law who hold\nor represent at least 33 1/3% of the total outstanding voting power of our shares, except if (i) any such general meeting of shareholders\nwas initiated by and convened pursuant to a resolution adopted by the board of directors and (ii) at the time of such general meeting,\nwe qualify as a “foreign private issuer,” then in such case, the requisite quorum will consist of two or more shareholders\npresent in person or by proxy who hold or represent at least 25% of the total outstanding voting power of our shares (and if the meeting\nis adjourned for a lack of quorum, the quorum for such adjourned meeting will be, subject to certain exceptions, any number of shareholders).\nWe otherwise intend to comply with the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may, however, in\nthe future decide to rely upon the “foreign private issuer exemption” for purposes of opting out of some or all of the other\nNasdaq listing rules.\n\n \n\nAdditionally,\nin the event that misconduct or other inappropriate behavior is found within our company, our Board has the ability to conduct internal\ninvestigations in order to determine the nature of the conduct and to form committees and hire advisors to properly address and remediate\nany findings. See “Item 4. Information on the Company—History and Development of the Company—Recent Developments—*Internal\nInvestigation*.”\n\n \n\nFor\nmore information regarding our corporate governance practices and foreign private issuer status, see Item 16G. “Corporate\nGovernance.”\n\n \n\n112\n\n** **\n\n**Board\nof Directors**\n\n \n\nUnder\nthe Companies Law and our Articles, our business and affairs are managed under the direction of our board of directors. Our board of\ndirectors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to executive management.\nOur Chief Executive Officer (referred to as a “general manager” under the Companies Law) is responsible for our day-to-day\nmanagement. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment\nor consulting agreement that we have entered into with him. All other executive officers are appointed by the Chief Executive Officer,\nsubject to applicable corporate approvals, and are subject to the terms of any applicable employment or consulting agreements that we\nmay enter into with them.\n\n \n\nWe\ncomply with the rules of Nasdaq requiring that a majority of our directors are independent. Our board of directors has determined that\nall of our directors, other than Uzi Moskovich are independent under such rules.\n\n \n\nUnder\nour Articles, the number of directors on our board of directors will be no less than three and no more than eleven, divided into three\nclasses with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of\ndirectors constituting the entire board of directors. At each annual general meeting of our shareholders, the election or re-election\nof directors following the expiration of the term of office of the directors of that class of directors will be for a term of office\nthat expires on the third annual general meeting following such election or re-election. Therefore, at each annual general meeting, the\nterm of office of only one class of directors expires.\n\n \n\nOur\ndirectors are divided among the three classes as follows:\n\n \n\n●the\nClass I director is Ilan Flato, and his term will expire at the annual general meeting of shareholders to be held in 2026;\n\n \n\n●the\nClass II directors are Uzi Moskovich and Vineet Malhotra, and their terms will expire at our annual meeting of shareholders to be\nheld in 2027; and\n\n \n\n●the\nClass III directors are Shlomo Bibas and Renah Persofsky, and their terms will expire at our annual meeting of shareholders to be\nheld in 2028.\n\n \n\nOur\ndirectors will generally be appointed by a simple majority vote of holders of our ordinary shares, participating and voting (in person\nor by proxy) at an annual general meeting of our shareholders, provided that (i) in the event of a contested election, the method of\ncalculation of the votes and the manner in which the resolutions will be presented to our shareholders at the general meeting shall be\ndetermined by our board of directors in its discretion, and (ii) in the event that our board of directors does not or is unable\nto make a determination on such matter, then the directors will be elected by a plurality of the voting power represented at the general\nmeeting in person or by proxy and voting on the election of directors.\n\n \n\nEach\ndirector will hold office until the annual general meeting of our shareholders in the year in which such director’s term expires,\nunless the tenure of such director expires earlier pursuant to the Companies Law or unless such director is removed from office as described\nbelow.\n\n \n\nOur\nArticles generally require a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting\non the matter at a general meeting of shareholders (referred to as simple majority) to adopt a shareholders resolution. In addition,\nvacancies on our board of directors may be filled by a vote of a simple majority of the directors then in office. A director so appointed\nwill hold office until the next annual general meeting of our shareholders for the election of the class of directors in respect of which\nthe vacancy was created. In the case of a vacancy due to the number of directors being less than the maximum number of directors stated\nin our Articles, the new director filling the vacancy will serve until the next annual general meeting of our shareholders for the election\nof the class of directors to which such director was assigned by our board of directors. Directors may also be dismissed or removed by\na resolution adopted at a general meeting of shareholders by holders of at least 65% of our outstanding ordinary shares of the total\nvoting power of our shareholders.\n\n113\n\n \n\n**Chairperson\nof the Board**\n\n \n\nOur\nArticles provide that the board of directors shall appoint a member of the board to serve as the Chairperson. Under the Companies Law,\nthe chief executive officer of a public company, or a relative of the chief executive officer, may not serve as the chairperson of the\nboard of directors, and the chairperson of the board of directors, or a relative of the chairperson, may not be vested with authorities\nof the Chief Executive Officer unless approved by a special majority of the company’s shareholders for a period not exceeding three\nyears from each such approval. The chairperson of the board of directors, or a relative of the chairperson, may not be vested with authorities\nof the Chief Executive Officer unless approved by a special majority of the company’s shareholders for a period not exceeding three\nyears from each such approval.\n\n \n\nIn\naddition, a person who is subordinated, directly or indirectly, to the chief executive officer may not serve as the chairperson of the\nboard of directors, the chairperson of the board of directors may not be vested with authorities that are granted to persons who are\nsubordinated to the chief executive officer, and the chairperson of the board of directors may not serve in any other position in the\ncompany or in a controlled subsidiary, but may serve as a director or chairperson of a controlled subsidiary.\n\n \n\nOur\nBoard of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as\nto provide independent oversight of management. The Board of Directors believes that, given the dynamic and competitive environment in\nwhich we operate, the optimal board leadership structure may vary as circumstances warrant.\n\n \n\nAt\npresent, the Board of Directors has chosen to separate the two roles of Chief Executive Officer and Chairperson of the Board of Directors,\nas our current leadership structure promotes balance between the authority of those who oversee our business and those who manage it\non a day-to-day basis. Renah Persofsky serves as non-executive Active Chairperson of the Board of Directors.\n\n \n\nNevertheless,\nthe Board of Directors recognizes that it is important to retain the organizational flexibility to determine whether the roles of the\nChairperson of the Board of Directors and Chief Executive Officer should be separated or combined in one individual. The Board of Directors\nperiodically evaluates whether the board leadership structure should be changed in light of specific circumstances applicable to us.\n\n**  **\n\n**External\ndirectors**\n\n \n\nUnder\nthe Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies\nwith shares listed on Nasdaq, are required to appoint at least two external directors. Pursuant to regulations promulgated under the\nCompanies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, which do not have a “controlling\nshareholder,” may, subject to certain conditions, “opt out” from the Companies Law requirements to appoint external\ndirectors and related Companies Law rules concerning the composition of the audit committee and compensation committee of the board\nof directors. In accordance with these regulations, we have elected to “opt out” from these requirements under the Companies\nLaw.** **\n\n** **\n\n**Audit\nCommittee**\n\n* *\n\n*Companies\nLaw requirements*\n\n \n\nUnder\nthe Companies Law, the board of directors of a public company must appoint an audit committee.\n\n* *\n\n114\n\n* *\n\n*Listing\nrequirements*\n\n \n\nUnder\nthe listing rules of the Nasdaq, we are required to maintain an audit committee consisting of at least three independent directors,\neach of whom is financially literate and one of whom has accounting or related financial management expertise.\n\n \n\nOur\naudit committee consists of Ilan Flato, Renah Persofsky, Shlomo Bibas and Vineet Malhotra. Ilan Flato serves as the chairperson of the\naudit committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and\nregulations of the SEC and the listing rules of the Nasdaq. Our board of directors has determined that each of Ilan Flato and Renah\nPersofsky is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined\nby the listing rules of Nasdaq.\n\n \n\nOur\nboard of directors has determined that each member of our audit committee is “independent,” as such term is defined in Rule 10A-3(b)(1) under\nthe Exchange Act, which is different from the general test for independence of board and committee members.\n\n* *\n\n*Audit\ncommittee role*\n\n \n\nOur\nboard of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee, which are consistent\nwith the Companies Law, the SEC rules, and the listing rules of the Nasdaq. These responsibilities include:\n\n \n\n \n●\nretaining\nand terminating our independent auditors, subject to ratification by the board of directors, and in the case of retention, subject\nto ratification by the shareholders;\n\n \n\n \n●\npre-approving\naudit and non-audit services to be provided by the independent auditors and related fees and terms;\n\n \n\n \n●\noverseeing\nthe accounting and financial reporting processes of our company;\n\n \n\n \n●\nmanaging\naudits of our financial statements\n\n \n\n \n●\npreparing\nall reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;\n\n \n\n \n●\nreviewing\nwith management and our independent auditor our annual and quarterly financial statements prior to publication, filing, or submission\nto the SEC;\n\n \n\n \n●\nrecommending\nto the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees\nand terms, in accordance with the Companies Law, as well as approving the yearly or periodic work plan proposed by the internal\nauditor;\n\n \n\n \n●\nreviewing\nwith our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that may have a material impact\non the financial statements;\n\n \n\n115\n\n \n\n \n●\nidentifying\nirregularities in our business administration, inter alia, by consulting with the internal auditor or with the independent auditor,\nand suggesting corrective measures to the board of directors;\n\n \n\n \n●\nreviewing\npolicies and procedures with respect to transactions (other than transactions related to compensation or terms of services) between\nthe Company and officers and directors, affiliates of officers or directors, or transactions that are not in the ordinary course\nof the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law;\n\n \n\n \n●\nreviewing\nthe findings of any internal investigation into matters involving suspected fraud or irregularity or a failure of internal control\nsystems of a material nature and report the matter to the Board; and\n\n \n\n \n●\nestablishing\nprocedures for handling employee complaints relating to the management of our business and the protection to be provided to such\nemployees.\n\n** **\n\n**Compensation\nCommittee**\n\n* *\n\n*Companies\nLaw requirements*\n\n \n\nUnder\nthe Companies Law, the board of directors of a public company must appoint a compensation committee.\n\n* * \n\n*Listing\nrequirements*\n\n \n\nUnder\nthe listing rules of the Nasdaq, we are required to maintain a compensation committee consisting of at least two independent directors.\n\n \n\nOur\ncompensation committee consists of Shlomo Bibas, Renah Persofsky, Ilan Flato and Vineet Malhotra. Shlomo Bibas serves as chairperson\nof the compensation committee. Our board of directors has determined that each member of our compensation committee is independent under\nthe listing rules of the Nasdaq, including the additional independence requirements applicable to the members of a compensation\ncommittee.\n\n* *\n\n*Compensation\ncommittee role*\n\n \n\nIn\naccordance with the Companies Law, the responsibilities of the compensation committee are, among others, as follows:\n\n \n\n \n●\nmaking\nrecommendations to the board of directors with respect to the approval of the compensation policy for office holders and, once every\nthree years, with respect to any extensions to a compensation policy that was adopted for a period of more than three years;\n\n \n\n \n●\nreviewing\nthe implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any\namendments or updates to the compensation policy;\n\n \n\n \n●\nresolving\nwhether to approve arrangements with respect to the terms of office and employment of office holders, which require the approval\nof the compensation committee pursuant to the Companies Law; and\n\n \n\n \n●\nexempting,\nunder certain circumstances, a transaction with our Chief Executive Officer from the approval of our shareholders.\n\n \n\n116\n\n \n\nOur\nboard of directors has adopted a compensation committee charter setting forth the responsibilities of the committee, which are consistent\nwith the listing rules of the Nasdaq and include among others:\n\n \n\n \n●\nrecommending\nto our board of directors for its approval a compensation policy, in accordance with the requirements of the Companies Law, as well\nas other compensation policies, incentive-based compensation plans, and equity-based compensation plans, overseeing the development\nand implementation of such policies, and recommending to our board of directors any amendments or modifications the committee deems\nappropriate, including as required under the Companies Law;\n\n \n\n \n●\nreviewing\nand approving the granting of options and other incentive awards to our Chief Executive Officer and other executive officers, including\nreviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive\nofficers, including evaluating their performance in light of such goals and objectives;\n\n \n\n \n●\napproving\nand exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and\n\n \n\n \n●\nadministering\nour equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting\nsuch plans, and the awards and agreements issued pursuant thereto, and making and determining the terms of awards to eligible persons\nunder the plans.\n\n* *\n\n*Compensation\npolicy under the Companies Law*\n\n \n\nIn\ngeneral, under the Companies Law, the board of directors of a public company must approve a compensation policy after receiving and considering\nthe recommendations of the compensation committee. In addition, our compensation policy must be approved at least once every three years,\nfirst, by our board of directors, upon recommendation of our compensation committee, and second, by a simple majority of the ordinary\nshares present, in person or by proxy, and voting (excluding abstentions) at a general meeting of shareholders, provided that either:\n\n \n\n \n●\nthe\nmajority of such ordinary shares is comprised of shares held by shareholders who are not controlling shareholders and shareholders\nwho do not have a personal interest in such compensation policy; or\n\n \n\n \n●\nthe\ntotal number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy\nvoting against the policy does not exceed two percent (2%) of the aggregate voting rights in the company.\n\n \n\nUnder\nspecial circumstances, the board of directors may approve the compensation policy despite the objection of the shareholders on the condition\nthat the compensation committee and then the board of directors decide, on the basis of detailed grounds, and after discussing again\nthe compensation policy, that approval of the compensation policy, despite the objection of shareholders, is for the benefit of the company. \n\n \n\n117\n\n \n\nThe\ncompensation policy must be based on certain considerations, include certain provisions and reference certain matters as set forth in\nthe Companies Law. The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement\nof office holders, including exculpation, insurance, indemnification, or any monetary payment or obligation of payment in respect of\nemployment or engagement. The compensation policy must be determined and later reevaluated according to certain factors, including: the\nadvancement of the company’s objectives, business plan and long-term strategy; the creation of appropriate incentives for office\nholders, while considering, among other things, the company’s risk management policy; the size and the nature of the company’s\noperations; and with respect to variable compensation, the contribution of the office holder towards the achievement of the company’s\nlong-term goals and the maximization of its profits, all with a long-term objective and according to the position of the office holder.\nThe compensation policy must furthermore consider the following additional factors:\n\n \n\n \n●\nThe\nOfficer’s level of education, skills, expertise, seniority (in the Company, specifically, and in his profession, in general),\nprofessional experience, and achievements.\n\n \n\n \n●\nThe\nOfficer’s position, areas of responsibility, and terms of employment pursuant to former employment agreements signed with him;\n\n \n\n \n●\nThe\nOfficer’s contribution to the Company’s business, the attainment of its strategic targets, and the realization of its\nwork plans, profits, resilience, and stability.\n\n \n\n \n●\nThe\nextent of the Officer’s responsibilities.\n\n \n\n \n●\nThe\nneed of the Company to hire and retain an Officer with unique skills, knowledge, or expertise.\n\n \n\n \n●\nThe\nexistence or absence of a substantive change in the Officer’s position or function or the Company’s demands on him;\n\n \n\n \n●\nThe\nCompany’s size and nature of its operations;\n\n \n\n \n●\nRelation\nto tenure and employment terms which include retirement bonuses – the tenure or employment period of the Officer, the terms\nof his tenure and employment during said period, the Company’s performance during said period, the Officer’s contribution\nto attaining the Company’s targets and generating its profits, and the circumstances of the retirement.\n\n \n\n \n●\nThe\nconditions of the market in which the Company operates at any relevant time, including the Officer’s salary terms when compared\nto the salary terms of Officers with similar positions (or positions of a similar level) in companies with similar characteristics\nto the Company’s operation.\n\n \n\n \n●\nThe\nlevel of difficulty in locating, recruiting, and retaining Officers and the need to offer an attractive compensation package in a\nglobal, competitive market; and (c) changes in the Company’s operation market, operation scope, and complexity.\n\n \n\n118\n\n \n\nOur\ncompensation policy is designed to retain and motivate our directors and executive officers, incentivize superior individual excellence,\nalign the interests of our directors and executive officers with our long-term performance, and provide a risk management tool. To that\nend, a portion of our executive officer compensation package is targeted to reflect our short and long-term goals, as well as the executive\nofficer’s individual performance. Our compensation policy also includes measures designed to reduce the executive officer’s\nincentives to take excessive risks that may harm the Company in the long-term, such as limits on the value of cash bonuses and equity-based\ncompensation, limitations on the ratio between the variable and the total compensation of an executive officer, and minimum vesting periods\nfor equity-based compensation.\n\n \n\nOur\ncompensation policy also addresses our executive officers’ individual characteristics (such as their respective position, education,\nscope of responsibilities, and contribution to the attainment of our goals) as the basis for compensation variation among our executive\nofficers and considers the internal ratios between compensation of our executive officers and directors and other employees. Pursuant\nto our compensation policy, the compensation that may be granted to an executive officer may include: base salary, annual bonuses, signing\nbonuses and other cash bonuses (such as special bonuses with respect to any special achievements), equity-based compensation, benefits\nand retirement and termination of service arrangements. All cash bonuses are limited to a maximum amount linked to the executive officer’s\nbase salary.\n\n \n\nAn\nannual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets. The\nannual cash bonus that may be granted to our executive officers, other than our Chief Executive Officer, will be based on performance\nobjectives and a discretionary evaluation of the executive officer’s overall performance by our Chief Executive Officer and subject\nto minimum thresholds. The annual cash bonus that may be granted to executive officers, other than our Chief Executive Officer, may alternatively\nbe based entirely on a discretionary evaluation. The performance objectives for the annual cash bonus of executive officers, other than\nour Chief Executive Officer, is required to be approved by the board of directors after recommendation of the compensation committee\nand the Chief Executive Officer.\n\n \n\nThe\nmeasurable performance objectives of our Chief Executive Officer will be determined annually by our compensation committee and board\nof directors. A non-material portion of the Chief Executive Officer’s annual cash bonus, as provided in our compensation policy,\nmay be based on a discretionary evaluation of the Chief Executive Officer’s overall performance by the compensation committee and\nthe board of directors.\n\n \n\nUnder\nour compensation policy, our executive officers’ (including members of our board of directors) equity-based compensation is designed\nin a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives\nbeing to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders\nand to strengthen the retention and the motivation of executive officers in the long term. Our compensation policy provides for executive\nofficer compensation in the form of share options or other equity-based awards, such as restricted shares and restricted share units,\nin accordance with our then-current equity incentive plan. All equity-based incentives granted to executive officers shall be subject\nto vesting periods in order to promote long-term retention of those executive officers. Our compensation policy sets the minimum exercise\nprice of the options and the cap for the equity-based compensation. Equity-based compensation shall be granted from time to time and\nbe individually determined and awarded according to the performance, educational background, prior business experience, qualifications,\nrole, and the personal responsibilities of the executive officer.\n\n \n\nIn\naddition, our compensation policy will allow us to exculpate, indemnify, and insure our executive officers and directors to the maximum\nextent permitted by Israeli law subject to certain limitations set forth therein.\n\n \n\nOur\ncompensation policy provides for compensation to the members of our board of directors either (i) in accordance with the amounts\nprovided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by\nthe Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be\namended from time to time, or (ii) in accordance with the amounts determined in our compensation policy.\n\n \n\n119\n\n \n\nOur\ncompensation policy includes our Policy for Recovery of Erroneously Awarded Compensation, in compliance with the requirements of the\nNasdaq rules.\n\n \n\nOur\namended compensation policy, as approved by our shareholders in November 2023, was filed as an exhibit to our Annual Report filed on\nAugust 16, 2024, and amended on October 22, 2024.\n\n** **\n\n**Nominating\nand Governance Committee** \n\n \n\nOur\nnominating and governance committee consists of Renah Persofsky, Shlomo Bibas and Ilan Flato. Renah Persofsky serves as chairperson of\nthe nominating and governance committee. Our board of directors has adopted a nominating and governance committee charter setting forth\nthe responsibilities of the committee, which include:\n\n  \n\n \n●\noverseeing\nand assisting our board in reviewing and recommending nominees for election of directors;\n\n \n\n \n●\nassessing\nthe performance of the members of our board;\n\n \n\n \n●\nestablishing\nand maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending\nto our board a set of corporate governance guidelines applicable to our business;\n\n** **\n\n \n●\nrecommending\nto our board of directors the Company’s overall environmental, social, and governance strategies, including, but not limited\nto environmental, health and safety, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation,\ndiversity, equity and inclusion, community issues, political contributions and lobbying, and other public policy matters relevant\nto the Company (collectively, “ESG Matters”);\n\n \n\n \n●\noverseeing\nthe Company’s policies, practices, and performance with respect to ESG Matters; and\n\n \n\n \n●\nreporting\nto the board of directors of the Company about current and emerging topics relating to ESG Matters that may affect the business,\noperations, performance, or public image of the Company or are otherwise pertinent to the Company and its stakeholders and, if appropriate,\ndetailing actions taken in relation to the same.\n\n \n\n**Internal\nAuditor**\n\n \n\nUnder\nthe Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit\ncommittee. The role of the internal auditor is, among other things, to review the Company’s compliance with applicable law and\norderly business procedure. Under the Companies Law, the internal auditor cannot be an interested party, an office holder, or a relative\nof an interested party or an office holder. Nor may the internal auditor be the company’s independent auditor or its representative.\nAn “interested party” is defined in the Companies Law as (i) a holder of 5% or more of the issued share capital or voting\npower in a company, (ii) any person or entity who has the right to designate one or more directors or to designate the chief executive\nofficer of the company, or (iii) any person who serves as a director or as chief executive officer of the company. Joseph Ginossar\nof Fahn Kanne, an affiliate of Grant Thornton International, serves as our internal auditor.\n\n** **\n\n120\n\n** **\n\n**Approval\nof Related Party Transactions under Israeli Law**\n\n* *\n\n*Fiduciary\nduties of directors and executive officers*\n\n \n\nThe\nCompanies Law codifies the fiduciary duties that office holders owe to a company. An office holder is defined in the Companies Law as\na general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities\nof any of these positions regardless of such person’s title, a director, and any other manager directly subordinate to the general\nmanager. Each person listed in the table under “Our Management — Management and Board of Directors” is an office holder\nunder the Companies Law.\n\n \n\nAn\noffice holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to\nact with the level of care with which a reasonable office holder in the same position would act under the same circumstances. The duty\nof care includes, among other things, a duty to use reasonable means, in light of the circumstances, to obtain:\n\n \n\n \n●\ninformation\non the business advisability of a given action brought for the office holder’s approval or performed by virtue of the office\nholder’s position; and\n\n  \n\n \n●\nall\nother important information pertaining to such action.\n\n \n\nThe\nduty of loyalty requires an office holder to act in good faith and in the best interests of the Company, and includes, among other things,\nthe duty to:\n\n \n\n \n●\nrefrain\nfrom any act involving a conflict of interest between the performance of the office holder’s duties in the company and the\noffice holder’s other duties or personal affairs;\n\n \n\n \n●\nrefrain\nfrom any activity that is competitive with the business of the company;\n\n \n\n \n●\nrefrain\nfrom exploiting any business opportunity of the company for the purpose of gaining a personal advantage for the office holder or\nothers; and\n\n \n\n \n●\ndisclose\nto the company any information or documents relating to the company’s affairs which the office holder received as a result\nof the office holder’s position.\n\n \n\nUnder\nthe Companies Law, a company may approve an act, specified above, which would otherwise constitute a breach of the office holder’s\nduty of loyalty, provided that the office holder is acting in good faith, neither the act nor its approval harms the company, and the\npersonal interest of the office holder is disclosed a sufficient time before the approval of such act. Any such approval is subject to\nthe terms of the Companies Law setting forth, among other things, the appropriate bodies of the company required to provide such approval\nand the methods of obtaining such approval.\n\n* *\n\n*Disclosure\nof personal interests of an office holder and approval of certain transactions*\n\n \n\nThe\nCompanies Law requires that an office holder promptly disclose to the board of directors any personal interest and all related material\ninformation known to such office holder concerning any existing or proposed transaction with the company. A personal interest includes\nan interest of any person in an act or transaction of a company, including a personal interest of one’s relative or of a corporate\nbody in which such person or a relative of such person is a 5% or greater shareholder, director, or general manager or in which such\nperson has the right to appoint at least one director or the general manager, but excluding a personal interest stemming solely from\none’s ownership of shares in the company. A personal interest includes the personal interest of a person for whom the office holder\nholds a voting proxy or the personal interest of the office holder with respect to the officer holder’s vote on behalf of a person\nfor whom he or she holds a proxy even if such shareholder has no personal interest in the matter.\n\n \n\n121\n\n \n\nIf\nit is determined that an office holder has a personal interest in a non-extraordinary transaction (meaning any transaction that is in\nthe ordinary course of business, on market terms and that is not likely to have a material impact on the company’s profitability,\nassets or liabilities), approval by the board of directors is required for the transaction unless the company’s articles of association\nprovide for a different method of approval. Any such transaction that is adverse to the company’s interests may not be approved\nby the board of directors.\n\n \n\nApproval\nfirst by the company’s audit committee and subsequently by the board of directors is required for an extraordinary transaction\n(meaning any transaction that is not in the ordinary course of business, not on market terms or that is likely to have a material impact\non the company’s profitability, assets or liabilities) in which an office holder has a personal interest.\n\n \n\nA\ndirector and any other office holder who has a personal interest in a transaction which is considered at a meeting of the board of directors\nor the audit committee may generally (unless it is with respect to a transaction which is not an extraordinary transaction) not be present\nat such a meeting or vote on that matter unless a majority of the directors or members of the audit committee, as applicable, have a\npersonal interest in the matter. If a majority of the directors have a personal interest in the matter, then shareholder approval is\nalso required.\n\n \n\nCertain\ndisclosure and approval requirements apply under Israeli law to certain transactions with controlling shareholders, certain transactions\nin which a controlling shareholder has a personal interest, and certain arrangements regarding the terms of service or employment of\na controlling shareholder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s\nactions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting\nrights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one\nshareholder for this purpose.\n\n \n\nFor\na description of the approvals required under Israeli law for compensation arrangements of officers and directors, see “Item 6.\nDirectors, Senior Management and Employees—B. Compensation*.*”\n\n* *\n\n*Shareholder\nduties*\n\n \n\nPursuant\nto the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders\nand to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting\nand at shareholder class meetings with respect to the following matters:\n\n \n\n \n●\nan\namendment to the company’s articles of association;\n\n \n\n \n●\nan\nincrease of the company’s authorized share capital;\n\n \n\n \n●\na\nmerger; or\n\n \n\n \n●\ninterested\nparty transactions that require shareholder approval.\n\n \n\nIn\naddition, a shareholder has a general duty to refrain from discriminating against other shareholders.\n\n \n\n122\n\n \n\nCertain\nshareholders also have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder\nwho knows that it has the power to determine the outcome of a shareholder vote, and any shareholder who under the articles of association\nhas the power to appoint or to prevent the appointment of an office holder of the company or exercise any other rights available to it\nunder the company’s articles of association with respect to the company. The Companies Law does not define the substance of this\nduty of fairness, except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach\nof the duty of fairness.\n\n* *\n\n*Exculpation,\ninsurance and indemnification of office holders*\n\n \n\nUnder\nthe Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company\nmay exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a\nresult of a breach of duty of care, but only if a provision authorizing such exculpation is included in its articles of association.\nThe Articles include such a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited dividend\nor distribution to shareholders.\n\n \n\nAn\nIsraeli company may indemnify an office holder from the following liabilities and expenses incurred for acts performed as an office holder,\neither in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles\nof association:\n\n \n\n \n●\na\nfinancial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s\naward approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in\nadvance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based\non the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined\nby the board of directors as reasonable under the circumstances, and such undertaking shall detail the above mentioned events and\namount or criteria;\n\n \n\n \n●\nreasonable\nlitigation expenses, including legal fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted\nagainst him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was\nfiled against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a\ncriminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding\nor, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent;\nand (2) in connection with a monetary sanction;\n\n \n\n \n●\nreasonable\nlitigation expenses, including legal fees, incurred by the office holder or imposed by a court in proceedings instituted against\nhim or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder\nwas acquitted or as a result of a conviction for an offense that does not require proof of criminal intent;\n\n \n\n \n●\nexpenses,\nincluding reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding\ninstituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an\nadministrative proceeding, pursuant to certain provisions of the Israeli Securities Law; and\n\n \n\n \n●\nexpenses,\nincluding reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding\ninstituted against such office holder pursuant to certain provisions of the Israeli Economic Competition Law, 5758-1988.\n\n \n\n123\n\n \n\nAn\nIsraeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and\nto the extent provided in the company’s articles of association:\n\n \n\n \n●\na\nbreach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis\nto believe that the act would not prejudice the company;\n\n \n\n \n●\na\nbreach 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\nholder;\n\n \n\n \n●\na\nfinancial liability imposed on the office holder in favor of a third-party;\n\n \n\n \n●\na\nfinancial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding, pursuant\nto certain provisions of the Israeli Securities Law; and\n\n \n\n \n●\nexpenses,\nincluding reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding\ninstituted against him or her, pursuant to certain provisions of the Israeli Securities Law.\n\n \n\nAn\nIsraeli company may not exempt, indemnify or insure an office holder against any of the following:\n\n \n\n \n●\na\nbreach of the duty of loyalty, except with respect to insurance coverage or indemnification, to the extent that the office holder\nacted in good faith and had a reasonable basis to believe that the act would not prejudice the company;\n\n \n\n \n●\na\nbreach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the\noffice holder;\n\n \n\n \n●\nan\nact or omission committed with intent to derive illegal personal benefit; or\n\n \n\n \n●\na\nfine, monetary sanction, or forfeit levied against the office holder.\n\n \n\nUnder\nthe Companies Law, exculpation, indemnification, and insurance of office holders must be approved by the compensation committee and the\nboard of directors (and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations\npromulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only\nthe compensation committee if the engagement terms are determined in accordance with the company’s compensation policy, which was\napproved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy\nis on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets, or obligations.\n\n \n\nThe\nArticles allow us to exculpate, indemnify, and insure our office holders to the maximum extent permitted by law. Our office holders are\ncurrently covered by a directors and officers’ liability insurance policy.\n\n \n\n124\n\n \n\nWe\nhave entered into agreements with each of our directors and executive officers exculpating them in advance, to the fullest extent permitted\nby law, from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the\nfullest extent permitted by law. This indemnification is limited to events determined as foreseeable by the board of directors based\non our activities and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.\n\n \n\nThe\nmaximum indemnification amount to be set forth in such agreements is limited to an amount equal to the higher of $100 million, 25% of\nour total shareholders’ equity as reflected in our most recent consolidated financial statements prior to the date on which the\nindemnity payment is made and 10% of our total market capitalization calculated based on the average closing price of ordinary shares\nover the 30 trading days prior to the actual payment, multiplied by the total number of our issued and outstanding shares as of\nthe date of the payment (other than indemnification for an offering of securities to the public, including by a shareholder in a secondary\noffering, in which case the maximum indemnification amount is limited to the gross proceeds raised by us and/or any selling shareholder\nin such public offering). The maximum amount set forth in such agreements is in addition to any amount paid (if paid) under insurance\nand/or by a third-party pursuant to an indemnification arrangement.\n\n \n\nIn\nthe opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act, however, is\nagainst public policy and therefore unenforceable.\n\n \n\nThere\nis no pending litigation or proceeding against any of HUB’s office holders as to which indemnification is being sought, and, except\nas described in Note 22 to our audited consolidated financial statements for the year ended December 31, 2025 included in this Annual\nReport, HUB is not aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.\n\n \n\n**Approval\nof Private Placements under Israeli Law**\n\n \n\nUnder\nthe Companies Law, a private placement of securities requires approval by the board of directors and the shareholders of a company if\nit will cause a person to become a controlling shareholder or if:\n\n \n\n \n●\nthe\nsecurities issued amount to 20% or more of the company’s outstanding voting rights before the issuance;\n\n \n\n \n●\nsome\nor all of the consideration is other than cash or listed securities or the transaction is not on market terms; and\n\n \n\n \n●\nthe\ntransaction will increase the relative holdings of a shareholder that holds 5% or more of the company’s outstanding share capital\nor voting rights or that will cause any person to become, as a result of the issuance, a holder of more than 5% of the company’s\noutstanding share capital or voting rights.\n\n \n\n**D. Employees**\n\n \n\nHUB\nhas always strived to foster a culture that emphasizes the importance of its team and that values creativity, professionalism, transparency,\nobligation to dissent and responsibility. HUB believes that its hiring decisions reflect this culture.\n\n \n\n125\n\n \n\nThrough\nmultiple growth phases, HUB has drawn talent and leadership from the technology and cybersecurity industries to achieve its vision. As\nof December 31, 2025, we had a total of 310 employees or full-time employee equivalents worldwide, including:\n\n \n\n●21\nemployees or full-time employee equivalents in the corporate functions and headquarters.\n\n \n\n●20\nemployees or full-time employee equivalents in the Technology and Product Division.\n\n \n\n●269\nemployees or full-time employee equivalents in the Professional Services Division. \n\n \n\nThe\nCompany has implemented a comprehensive restructuring, during which the Board and management team have taken steps to improve liquidity,\nsimplify the Company’s organizational structure, cut operating costs and strengthen corporate governance. As part of this plan,\nthe Company has substantially reduced operating expenses, eliminating many external consultants and contractors and reducing headcount\nsolely at the HUB level by approximately 50%. During May and June 2026, we executed a targeted workforce reduction of approximately 10%\nof our employees or full-time employee equivalents in order to improve our operational efficiency. Most of the reduction was related\nto the cessation of activities in the BST business.\n\n \n\nWe\nadhere to applicable law with respect to all aspects of the employment of our employees including with respect to hiring and termination\nprocedures, equal opportunity and anti-discrimination laws and other conditions of employment. In many cases, the terms of\nemployment of our employees exceed the minimum required under Israeli labor laws including, but not limited to, with respect to the minimum\nwage, vacation days, retirement savings and sick days. As per the requirements of the law, we make payments to the National\nInsurance Institute.\n\n  \n\nNone\nof our employees work under any collective bargaining agreements. Extension orders issued by the Israeli Ministry of Economy and Industry\napply to us and affect matters such as length of working hours and week, recuperation pay, travel expenses and pension rights. None of\nour employees are represented by a labor union, and HUB considers its employee relations to be in good standing. We have never experienced\nlabor related work stoppages or strikes and believe that our relations with our employees are satisfactory.\n\n** **\n\n**E.\nShare Ownership**\n\n \n\nFor\ninformation regarding the share ownership of directors and officers, see. “*Major Shareholders*” in Item 7.A below.\nFor information as to our equity incentive plans, see “*Compensation of Directors and Executive Officers —Share Option\nPlans.”*in Item 6.B above.\n\n \n\n**F. Disclosure\nof a Registrant’s Action to Recover Erroneously Awarded Compensation**\n\n \n\nThere\nwas no erroneously awarded compensation that was required to be recovered pursuant to the HUB Cyber Security Ltd. Policy for Recovery\nof Erroneously Awarded Compensation during the fiscal year ended December 31, 2025."}