{"url_path":"/sec/mbai/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1610590/0001213900-26-048090-index.html","accession_number":"0001213900-26-048090","cik":"0001610590","ticker":"MBAI","issuer_name":"Check-Cap Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1610590/0001213900-26-048090-index.html","primary_entity_key":"0001610590","primary_entity_name":"Check-Cap Ltd"},"word_count":11515,"has_tables":true,"body_markdown":"** **\n\n**Item 6. Directors, Senior\nManagement and Employees**\n\n** **\n\n**A. Directors and senior management**\n\n \n\nThe following table sets\nforth information for our executive officers and directors as of April 27, 2026. Unless otherwise stated, the address for our directors\nand executive officers is c/o Check-Cap Ltd., 29 Abba Hushi Avenue, P.O. Box 1271, Isfiya, 3009000, Israel.\n\n \n\n**Name(1)**\n \n**Age**\n \n**Position(s)**\n\nDavid Lontini\n \n45\n \nInterim Chief Executive Officer and Chairman of the Board of Directors\n\nAlan Lewis\n \n51\n \nChief Financial Officer\n\nCarlos Cheung \n \n35\n \nDirector\n\nMichael Hutton\n \n54\n \nDirector\n\nDaniel Kokiw\n \n53\n \nDirector\n\n** **\n\n**Executive Officers and Directors**\n\n** **\n\n**Alan Lewis**\n\n \n\nAlan Lewis has served as\nour Chief Financial Officer since April 6, 2025. Mr. Lewis is a digital transformation leader and Co-Founder/Global Chief Strategy Officer\nof The Aeon Group, Inc. He serves concurrently as Chief Financial Officer of INVENT Ventures, helping guide the technology startup incubator\nback to “Pink Current” status on the OTC Markets. He leads fund administration services as Managing Member of AeonX. A U.S.\nArmy veteran and EdD candidate in Learning Technology at Pepperdine University, Mr. Lewis merges decades of entrepreneurial, financial,\nand philanthropic expertise to drive transformative and socially responsible growth.\n\n** **\n\n**David Lontini**\n\n \n\nDavid Lontini, who has served\non our Board of Directors since January 25, 2024, is an experienced business owner / operator who has successfully completed M&A\ntransactions. Mr. Lontini has held senior leadership positions at a variety of sports and media organizations such as Pointstreak Sports\nTechnologies, Maru/Matchbox and the Toronto Argonauts Football Club. Mr. Lontini holds a B.A. in Liberal Arts and Political Science from\nYork University.\n\n** **\n\n**Carlos Cheung **\n\n \n\nCarlos Cheung has served\non our Board of Directors since September 2024. Mr. Cheung is a seasoned technology entrepreneur and business leader with a strong background\nin software development and strategic growth. Since September 2017, Mr. Cheung has been on the founding team of FOSSA, Inc. (“FOSSA”)\nto build the company from the ground up in enterprise software and cyber security. Prior to FOSSA, Mr. Cheung helped lead other software\ncompanies from inception to growth. Mr. Cheung has also played a key role in mergers and acquisitions, particularly in conducting software\ndue diligence, assessing technological assets, evaluating potential risks and opportunities, and guiding strategic decision-making in\ncomplex business transactions. Mr. Cheung holds a Bachelor of Science degree in Business Administration (BSBA) from Georgetown University’s\nMcDonough School of Business. Mr. Cheung’s unique combination of entrepreneurial spirit, technical knowledge, and strategic business\nacumen positions him as a valuable asset for public company boards, particularly those in the technology sector or companies undergoing\ndigital transformation. Mr. Cheung has been appointed to the Nominating Committee, the Compensation Committee, and the Audit Committee.\n\n**  **\n\n**Michael Hutton**\n\n \n\nMichael Hutton, who has served\non our Board of Directors since January 25, 2024, has spent the past 28 years at medical device technology companies and for the\nlast 15 years has held leadership positions at Phonak Canada, of Sonova Holding AG and WSAudiology. In these leadership roles, Mr Hutton\ngained significant experience with M&A and strategic business development. Mr. Hutton’s education includes studying at the Toronto\nSchool of Business and the University of St. Gallen. Mr. Hutton has been appointed to the Nominating Committee, the Compensation Committee,\nand the Audit Committee.\n\n** **\n\n87\n\n \n\n** **\n\n**Daniel Kokiw**\n\n \n\nDaniel Kokiw, who has served\non our Board of Directors since January 25, 2024, is an experienced business owner / operator who has successfully completed M&A\ntransactions. For over 8 years, Mr Kokiw was in a senior operational role at Zodiac Recreational of North America, of Zodiac Nautic and\nprior to that he ran the operations of Rokan Laminating. Currently, Mr Kokiw owns and operates a highly successful business in food retail.\nMr. Kokiw’s education includes studying Psychology at Carlton University. Mr. Kokiw has been appointed to the Nominating Committee,\nthe Compensation Committee, and the Audit Committee.\n\n** **\n\n**Arrangements Concerning Election of Directors;\nFamily Relationships**\n\n \n\nWe are not a party to, and\nare not aware of, any voting agreements among our shareholders. In addition, there are no family relationships among our executive officers\nand directors.\n\n** **\n\n**B. Compensation of Directors and Executive\nOfficers**\n\n \n\nThe aggregate compensation\npaid and share-based compensation and other payments expensed by us to our directors and executive officers with respect to the year ended\nDecember 31, 2025 was $0.2 million. At our 2023 annual general meeting held on December 18, 2023, our shareholders approved,\nfollowing the approval of our Compensation Committee and Board of Directors, the payment to each of our directors of the following fees:\n(i) an annual fee of $25,000 for service on the Board of Directors and $2,500 for service on the Audit Committee; and (ii) a per meeting\nfee of $850 for each meeting of the Board of Directors or any committee thereof attended in person or via telephone or any resolution\napproved by written consent. In addition, our shareholders approved an annual fee of (i) $10,000 for service as Chairman of the Board\nof Directors (other than an Active Chairman, who may be entitled to an increased fee in accordance with our Compensation Policy) and (ii)\n$5,000 for service as Chairman of the Audit Committee. Our directors also benefit from directors’ and officers’ indemnification\nand exculpation agreements as well as from our directors’ and officers’ liability insurance policy. The directors are also\nentitled to reimbursement of expenses (including travel, stay and lodging), subject to the Israeli Companies Law and the regulations promulgated\nthereunder, and in accordance with our company practices and our Compensation Policy for Executive Officers and Directors, or the Compensation\nPolicy. The foregoing fees are the same annual and per meeting fees that have been paid to our directors since our 2017 annual general\nmeeting.\n\n \n\nThe directors are also entitled\nto reimbursement of expenses (including travel, stay and lodging), subject to the Israeli Companies Law and the regulations promulgated\nthereunder, and in accordance with our company practices and our Compensation Policy for Executive Officers and Directors, or the Compensation\nPolicy.\n\n \n\nWe do not have any written\nagreements with any current director providing for benefits upon the termination of such director’s relationship with us.\n\n \n\nTo our knowledge, there are\nno agreements and arrangements between any director and any third party relating to compensation or other payment in connection with their\ncandidacy or service on our Board of Directors.\n\n** **\n\n**Employment Agreements with Covered Executives**\n\n \n\nWe have entered into written\nagreements with Alan Lewis relating to their employment.\n\n \n\nIn connection with Mr. Lewis’\nappointment as Chief Financial Officer, we entered into a Services Agreement by and between Check-Cap and Mr. Lewis (the “Services\nAgreement”). Pursuant to the terms of the Services Agreement, we will pay Mr. Lewis a monthly fee in an amount equal to US$12,000\nin consideration of his services.\n\n** **\n\n**C. Board Practices**\n\n** **\n\n**Board of Directors**\n\n \n\nUnder the Israeli Companies\nLaw, the management of our business, including strategy and policies, is vested in our Board of Directors. Our Board of Directors may\nexercise all powers and may take all actions that are not specifically granted to our shareholders or to management. Our executive officers\nare responsible for our day-to-day management and have individual responsibilities established by our Board of Directors. Our chief executive\nofficer is appointed by, and serves at the discretion of, our Board of Directors, subject to the employment agreement that we have entered\ninto with him. All other executive officers are appointed by our chief executive officer, and are subject to the terms of any applicable\nemployment agreements that we may enter into with them.\n\n \n\nUnder our amended articles\nof association, our Board of Directors must consist of at least four and not more than eleven directors, including the external directors\n(if external directors serve on the Board of Directors).\n\n \n\nOur Board of Directors currently\nconsists of four members, each of whom satisfy the independence requirements of the Nasdaq Listing Rules, such that we comply with the\nNasdaq Listing Rule that requires that a majority of our Board of Directors be comprised of independent directors, within the meaning\nof Nasdaq Listing Rules.\n\n \n\n88\n\n \n\n \n\nOn July 18, 2025, we appointed\nMr. David Lontini to serve as the Interim Chief Executive Officer of the Company. In connection with such appointment, Mr. Lontini ceased\nserving as a member of the Nominating Committee, the Compensation Committee and the Audit Committee of the Board but remains a director\nof the Company and the chair of the Board.\n\n \n\nOur directors are elected\nby the general meeting of our shareholders by the vote of a majority of the ordinary shares present, in person or by proxy, and voting\nat that meeting. Each director will hold office until the first annual general meeting of shareholders following his or her appointment,\nunless the tenure of such director expires earlier pursuant to the Israeli Companies Law or unless he or she is removed from office as\ndescribed below. In addition, our amended articles of association allow our Board of Directors to appoint directors (other than the external\ndirectors) to fill vacancies on our Board of Directors, for a term of office equal to the remaining period of the term of office of the\ndirector(s) whose office(s) have been vacated.\n\n \n\nOur Board of Directors elected\nto rely on the exemption available to foreign private issuers under the Nasdaq Listing Rules and follow Israeli law and practice with\nregard to the process of nominating directors, in accordance with which the board of directors (or a committee thereof) is authorized\nto recommend to the shareholders director nominees for election (other than directors elected by the board of directors to fill a vacancy).\nOur Board of Directors established a Nominating Committee, whose role is to select and recommend to the Board of Directors for selection,\ndirector nominees, while considering the appropriate size and composition of the Board of Directors, the requirements of applicable law\nregarding service as a member of our Board of Directors and the criteria for the selection of new members of the Board of Directors, and\ndetermined that our Nominating Committee need not be composed solely of independent directors (within the meaning of Nasdaq Listing Rules).\nHowever, our Nominating Committee currently consists solely of independent directors.\n\n \n\nUnder the Israeli Companies\nLaw and our amended articles of association, nominations for directors may also be added to the agenda of a future general meeting of\nshareholders, at the request of any one or more shareholders holding at least 1% of our outstanding voting power. Any director nominated\nby a shareholder is required to certify to us, as required by all director nominees, that he or she meets all the requirements of the\nIsraeli Companies Law for election as a director of a public company, and possesses the necessary qualifications and is able to dedicate\nsufficient time, to fulfill his or her duties as a director of our company, taking into consideration our company’s size and special\nneeds.\n\n  \n\nUnder the Israeli Companies\nLaw, our Board of Directors must determine the minimum number of directors who are required to have accounting and financial expertise\n(as defined in regulations promulgated under the Israeli Companies Law). In determining the number of directors required to have such\nexpertise, our Board of Directors must consider, among other things, the type and size of the company and the scope and complexity of\nits operations. Our Board of Directors has determined that the minimum number of directors of our company who are required to have accounting\nand financial expertise is one.\n\n** **\n\n**External Directors**\n\n \n\nUnder the Israeli Companies\nLaw, companies incorporated under the laws of the State of Israel that are “public companies,” must appoint at least two external\ndirectors who meet the qualification requirements in the Companies Law.\n\n \n\nHowever, pursuant to regulations\npromulgated under the Israeli Companies Law, Israeli companies whose shares are listed on certain stock exchanges outside of Israel (including\nthe Nasdaq Capital Market) with no controlling shareholder (within the meaning of the Israeli Companies Law), such as ourselves, that\nsatisfy the requirements of the laws in the foreign jurisdiction where the company’s shares are listed, as they apply to companies\nincorporated in such jurisdiction, with respect to the appointment of independent directors and the composition of the audit committee\nand compensation committee, may elect to exempt themselves from the requirements of Israeli law with respect to (i) the requirement to\nappoint outside directors and that one outside director serve on each committee of the board of directors authorized to exercise any of\nthe powers of the board of directors; (ii) certain limitations on the employment or service of an outside director or his or her spouse,\nchildren or other relatives, following the cessation of the service as an outside director, by or for the company, its controlling shareholder\nor an entity controlled by the controlling shareholder; (iii) the composition, meetings and quorum of the audit committee; and (iv) the\ncomposition and meetings of the compensation committee. If a company has elected to avail itself from the requirement to appoint external\ndirectors and at the time a director is appointed all members of the board of directors are of the same gender, a director of the other\ngender must be appointed.\n\n \n\n89\n\n \n\n \n\nFollowing analysis of our\nqualification to rely on the exemption, our Board of Directors determined to adopt the exemption, subject to and effective as of the approval\nby our shareholders of a certain amendment to our articles of association, which was obtained at our 2017 annual general meeting held\non June 22, 2017. If in the future we were to have a controlling shareholder, we would again be required to comply with the requirements\nrelating to external directors and the composition of the audit committee and compensation committee under Israeli law.\n\n** **\n\n**Audit Committee**\n\n \n\nOur audit committee is currently\ncomprised of Michael Hutton, Daniel Kokiw, and Carlos Cheung. Michael Hutton serves as the Chairman of the audit committee.\n\n** **\n\n**Composition of the Audit Committee**\n\n \n\nIn accordance with regulations\npromulgated under the Companies Law described above, we elected to “opt out” from the Israeli Companies Law requirement to\nappoint external directors and related rules concerning the composition of the audit committee and compensation committee. Under such\nexemption, among other things, the composition of our audit committee must comply with the requirements of SEC and Nasdaq rules.\n\n \n\nUnder the Nasdaq corporate\ngovernance rules, we are required to maintain an audit committee consisting of at least three independent directors, within the meaning\nof the Exchange Act and Nasdaq Listing Rules, each of whom must be able to read and understand fundamental financial statements, including\nthe company’s balance sheet, income statement and cash flow statement (and one of whom has past employment experience in finance\nor accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial\nsophistication) and none of whom has participated in the preparation of our or any of our subsidiary’s financial statements at any\ntime during the prior three years.\n\n \n\nAll members of our audit\ncommittee meet the requirements for financial literacy under the applicable rules and regulations of the U.S. Securities and Exchange\nCommission and the Nasdaq Listing Rules. Our Board of Directors has determined that Michael Hutton is an audit committee financial expert\nas defined by the U.S. Securities and Exchange Commission rules and has the requisite financial sophistication required by the Nasdaq\nListing Rules.\n\n \n\nEach of the members of the\naudit committee qualifies as an “independent director” within the meaning of Nasdaq Listing Rules and is “independent”\nas such term is defined in Rule 10A- 3(b)(1) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which is different\nfrom the general Nasdaq test for independence of board and committee members.\n\n** **\n\n**Audit Committee Role**\n\n \n\nOur Board of Directors adopted\nan audit committee charter, which became effective upon the listing of our securities on the Nasdaq Capital Market, as subsequently amended,\nwhich sets forth the responsibilities of the audit committee consistent with the rules of the U.S. Securities and Exchange Commission\nand the Nasdaq Listing Rules, as well as the requirements for audit committees under the Israeli Companies Law, including the following:\n\n \n\n \n●\noversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the Board of Directors or shareholders for their approval, as applicable, in accordance with the requirements of the Israeli Companies Law;\n\n \n\n \n●\nrecommending the engagement or termination of the person filling the office of our internal auditor; and\n\n \n\n \n●\nrecommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our Board of Directors or shareholders for their approval, as applicable, in accordance with the requirements of the Israeli Companies Law.\n\n \n\nOur audit committee provides\nassistance to our Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing,\nfinancial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants\nand reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee\nalso oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that\nthe accountants are independent of management.\n\n \n\n90\n\n \n\n \n\nUnder the Israeli Companies\nLaw, our audit committee is responsible for:\n\n \n\n \n●\ndetermining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the Board of Directors to improve such practices;\n\n \n\n \n●\ndetermining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whether such transaction is extraordinary or material under Israeli Companies Law (see “- Approval of Related Party Transactions under Israeli Law”);\n\n \n\n \n●\ndetermining whether a competitive process must be implemented for the approval of certain transactions with controlling shareholders or its relative or in which a controlling shareholder has a personal interest (whether or not the transaction is an extraordinary transaction), under the supervision of the audit committee or other party determined by the audit committee and in accordance with standards to be determined by the audit committee, or whether a different process determined by the audit committee should be implemented for the approval of such transactions;\n\n  \n\n \n●\ndetermining the process for the approval of certain transactions with controlling shareholders or in which a controlling shareholder has a personal interest that the audit committee has determined are not extraordinary transactions but are not immaterial transactions;\n\n \n\n \n●\nwhere the Board of Directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board of Directors and proposing amendments thereto;\n\n  \n\n \n●\nexamining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities;\n\n \n\n \n●\nexamining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board of Directors or shareholders, depending on which of them is considering the compensation of our auditor; and\n\n \n\n \n●\nestablishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.\n\n** **\n\n**Compensation Committee and Compensation\nPolicy**\n\n \n\nOur compensation committee\nis currently comprised of Michael Hutton, Daniel Kokiw, and Carlos Cheung. Mr. Kokiw serves as the Chairman of the compensation committee.\n\n* *\n\n*Composition of the Compensation Committee*\n\n \n\nIn accordance with regulations\npromulgated under the Companies Law described above, we elected to “opt out” from the Israeli Companies Law requirement to\nappoint external directors and related rules concerning the composition of the audit committee and compensation committee.\n\n \n\nUnder the Nasdaq Listing\nRules, we are required to maintain a compensation committee consisting of at least two directors, each of whom is an independent director\nwithin the meaning of the Nasdaq Listing Rules. Our compensation committee currently complies with the provisions of Nasdaq Listing Rules\nrelating to composition requirements.\n\n* *\n\n91\n\n \n\n* *\n\n*Compensation Committee Role*\n\n \n\nOur Board of Directors adopted\na compensation committee charter, which became effective upon the listing of our shares on the Nasdaq Capital Market, as subsequently\namended, which sets forth the responsibilities of the compensation committee consistent with the Nasdaq Listing Rules and the requirements\nfor compensation committees under the Israeli Companies Law, including the following:\n\n \n\n \n●\nrecommending to the Board of Directors for its approval (i) a compensation policy; (ii) whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); and (iii) periodic updates to the compensation policy. See “- Compensation Committee and Compensation Policy.” In addition, the compensation committee is required to periodically examine the implementation of the compensation policy;\n\n \n\n \n●\nthe approval of the terms of employment and service of office holders (including determining whether the compensation terms of a candidate for chief executive officer of the company need not be brought to approval of the shareholders); and\n\n \n\n \n●\nreviewing and approving grants of options and other incentive awards to persons other than office holders to the extent such authority is delegated by our Board of Directors, subject to the limitations on such delegation as provided in the Israeli Companies Law.\n\n*  *\n\n*Compensation Policy*\n\n \n\nUnder the Israeli Companies\nLaw, the duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding\nthe terms of engagement of office holders, as such term is defined in the Israeli Companies Law, to which we refer to as a compensation\npolicy, and any extensions and updates thereto. The compensation policy must be approved at least once every three years, first, by our\nBoard of Directors, upon recommendation of our compensation committee, and second, by the shareholders by the Special Approval for Compensation\n(as defined below under “- Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of an Office\nHolder and Approval of Certain Transactions”).\n\n \n\nOur current Compensation\nPolicy for Executive Officers and Directors, which was approved by our shareholders at the 2023 annual general meeting held on December 18,\n2023, serves as the basis for decisions concerning the financial terms of employment or engagement of our office holders, including exculpation,\ninsurance, indemnification and any benefit, monetary payment or obligation of payment in respect of employment or engagement, including\nand any severance payment or benefit.\n\n \n\nThe Compensation Policy must\nbe determined and later reevaluated according to certain factors, including: (i) the advancement of a company’s objectives, business\nplan and its long- term strategy; (ii) the creation of appropriate incentives for executives, while considering (among other things) the\ncompany’s risk management policy; (iii) the size and the nature of the company’s operations; and (iv) with respect to variable\ncompensation, the contribution of the office holder towards the achievement of the company’s long-term goals and the maximization\nof its profits, all with a long-term objective and in accordance with the position of the office holder.\n\n \n\nIn accordance with the Israeli\nCompanies law, our Compensation Policy refers to the following factors:\n\n \n\n \n●\nthe knowledge, skills, expertise, professional experience and accomplishments of the relevant office holder;\n\n \n\n \n●\nthe office holder’s roles and responsibilities and prior compensation agreements with him or her;\n\n \n\n \n●\nwith respect to variable compensation - the possibility of reducing variable compensation at the discretion of the Board of Directors, and the possibility of setting a limit on the exercise value of non-cash variable equity-based compensation; and\n\n \n\n \n●\nwith respect to severance compensation, the period of employment or service of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.\n\n \n\n92\n\n \n\n \n\nIn addition, in according\nwith the Israeli Companies Law, our Compensation Policy includes the following principles:\n\n \n\n \n●\nthe link between variable compensation (e.g., bonuses) and long-term performance and measurable criteria (i.e., variable compensation must be determined based on long-term performance and measurable criteria). Only “non-material” portion of variable compensation may be determined based on criteria that is not measurable, taking into account office holders’ contribution to the company;\n\n \n\n \n●\nthe ratio of variable to fixed compensation, and the ceiling for the value of variable compensation, which is determined at the time of payment, except that the ceiling for equity-based compensation is determined at the time of grant;\n\n \n\n \n●\nthe conditions under which an office holder would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;\n\n \n\n \n●\nthe minimum holding or vesting period for variable, equity-based compensation, while taking into account long-term objectives; and\n\n \n\n \n●\nmaximum limits for severance compensation.\n\n**  **\n\n**Nominating Committee**\n\n \n\nOur Board of Directors has\nestablished a Nominating Committee, whose role is to select and recommend to the Board of Directors for selection, director nominees,\nwhile considering the appropriate size and composition of the Board of Directors, the requirements of applicable law regarding service\nas a member of our Board of Directors and the criteria for the selection of new members of the Board of Directors. While our Board of\nDirectors elected to rely on the exemption available to foreign private issuers under the Nasdaq Listing Rules with respect to the process\nof nominating directors and determined that our Nominating Committee need not be composed solely of independent directors (within the\nmeaning of Nasdaq Listing Rules), our Nominating Committee currently consists solely of independent directors. The Nominating Committee\nis currently comprised of the following directors: Michael Hutton, Daniel Kokiw, and Carlos Cheung. Daniel Kokiw serves as the Chairman\nof the Nominating Committee.\n\n** **\n\n**Approval of Related Party Transactions under Israeli Law**\n\n** **\n\n**Fiduciary Duties of Directors and Executive\nOfficers**\n\n \n\nThe Israeli Companies Law\ncodifies the fiduciary duties that office holders owe to a company. Each person listed in the table under “Management-Executive\nOfficers and Directors” is an office holder under the Israeli Companies Law.\n\n  \n\nAn office holder’s\nfiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of\ncare with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of care includes\na duty to use reasonable means to obtain:\n\n \n\n \n●\ninformation on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and\n\n \n\n \n●\nall other important information pertaining to any such action.\n\n \n\nThe duty of loyalty requires\nan office holder to act in good faith and in the best interests of the company, and includes, among other things, the duty to:\n\n \n\n \n●\nrefrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal affairs;\n\n \n\n \n●\nrefrain from any activity that is competitive with the company;\n\n \n\n \n●\nrefrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and\n\n \n\n \n●\ndisclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.\n\n \n\nWe may approve an act specified\nabove which would otherwise constitute a breach of the office holder’s duty of loyalty, provided that the office holder acted in\ngood faith, the act or its approval does not harm the company and the office holder discloses his or her personal interest a sufficient\namount of time before the date for discussion of approval of such act.\n\n** **\n\n93\n\n \n\n** **\n\n**Disclosure of Personal Interests of an Office Holder and Approval\nof Certain Transactions**\n\n* *\n\n*Disclosure of Personal Interests of an Office\nHolder*\n\n \n\nThe Israeli Companies Law\nrequires that an office holder promptly disclose to the company any “personal interest” that he or she may be aware of and\nall related material information or documents concerning any existing or proposed transaction with the company. An interested office holder’s\ndisclosure must be made promptly and in any event no later than the first meeting of the board of directors at which the transaction is\nconsidered. A personal interest includes an interest of any person in an act or transaction of a company, including a personal interest\nof such person’s relative or of a corporate entity in which such person or a relative of such person holds 5% or more of the outstanding\nshares or voting rights, is a director or general manager or in which he or she has the right to appoint at least one director or the\ngeneral manager, but excluding a personal interest arising from one’s ownership of shares in the company. A personal interest includes\nthe personal interest of a person for whom the office holder holds a voting proxy or the personal interest of the office holder with respect\nto his or her vote on behalf of a person for whom he or she holds a proxy even if such shareholder has no personal interest in the matter.\nAn office holder is not, however, obliged to disclose a personal interest if it derives solely from the personal interest of his or her\nrelative in a transaction that is not considered an extraordinary transaction. Under the Israeli Companies Law, an extraordinary transaction\nis defined as any of the following: a transaction other than in the ordinary course of business; a transaction that is not on market terms;\nor a transaction that may have a material impact on a company’s profitability, assets or liabilities.\n\n \n\nGenerally, a person who has\na personal interest in a matter which is considered at a meeting of the board of directors or the audit committee shall not be present\nat such a meeting or vote on that matter unless, with respect to an office holder, the chairman of the audit committee or board of directors\n(as applicable) determines that the office holder should be present during the discussions in order to present the transaction that is\nsubject to approval (provided that the office holder may not vote on the matter). If a majority of the members of the audit committee\nor the board of directors (as applicable) has a personal interest in the approval of a transaction, then all directors may participate\nin discussions of the audit committee or the board of directors (as applicable) on such transaction and the voting on approval thereof.\nIf a majority of the members of the board of directors has a personal interest in the approval of a transaction, shareholder approval\nis also required for such transaction.\n\n* *\n\n*Approval of Transactions with Officer Holders*\n\n \n\nIf it is determined that\nan office holder has a personal interest in a transaction that is not an extraordinary transaction, approval by the board of directors\nis required for the transaction, unless the company’s articles of association provide for a different method of approval. Further,\nso long as an office holder has disclosed his or her personal interest in a transaction, the board of directors may approve an act by\nthe office holder that would otherwise be deemed a breach of his or her duty of loyalty, provided that the transaction is in the company’s\nbest interest and the office holder acted in good faith. An extraordinary transaction in which an office holder has a personal interest\nrequires approval first by the company’s audit committee and subsequently by the board of directors.\n\n* *\n\n*Compensation of Officers Other than the Chief\nExecutive Officer*\n\n \n\nThe compensation of an office\nholder (other than the chief executive officer) who is not a director generally requires approval first by the company’s compensation\ncommittee, then by the company’s board of directors, according to the company’s compensation policy. In special circumstances\nthe compensation committee and board of directors may approve a compensation arrangement that is inconsistent with the company’s\ncompensation policy, provided that they have considered the same considerations and matters required for the approval of a compensation\npolicy in accordance with the Israeli Companies Law and such arrangement must be approved by a majority vote of the shares present and\nvoting at a shareholders meeting on the matter, provided that either: (i) such majority includes at least a majority of the shares held\nby all shareholders who are not controlling shareholders and shareholders who do not have a personal interest in such compensation arrangement\npresent and voting on the matter, excluding abstentions; or (ii) the total number of shares of non-controlling shareholders and shareholders\nwho do not have a personal interest in the matter and who vote against the matter does not exceed 2% of the company’s aggregate\nvoting rights. We refer to this as the Special Approval for Compensation. However, if the shareholders of the company do not approve a\ncompensation arrangement with an executive officer that is inconsistent with the company’s compensation policy, the compensation\ncommittee and board of directors may, in special circumstances, override the shareholders’ decision if each of the compensation\ncommittee and the board of directors discuss the arrangement again, analyze the shareholders’ objection and provide detailed reasons\nfor their decision.\n\n \n\n94\n\n \n\n \n\nAn amendment to an existing arrangement with an office holder (other\nthan the chief executive officer) who is not a director requires only the approval of the compensation committee, if the compensation\ncommittee determines that the amendment is not material in comparison to the existing arrangement. However, according to regulations promulgated\nunder the Israeli Companies Law, an amendment to an existing arrangement with an office holder (who is not a director) who is subordinate\nto the chief executive officer shall not require the approval of the compensation committee, if (i) the amendment is approved by the chief\nexecutive officer and the company’s compensation policy determines that a non-material amendment to the terms of service of an office\nholder (other than the chief executive officer) may be approved by the chief executive officer and (ii) the engagement terms are consistent\nwith the company’s compensation policy.\n\n* *\n\n*Compensation of Chief Executive Officer*\n\n \n\nThe compensation of a public\ncompany’s chief executive officer generally requires the approval of first, the company’s compensation committee; second,\nthe company’s board of directors and third (except for a number of exceptions), the company’s shareholders by the Special\nApproval for Compensation. However, if the shareholders of the company do not approve a compensation arrangement with a chief executive\nofficer, the compensation committee and board of directors may, in special circumstances, override the shareholders’ decision if\neach of the compensation committee and the board of directors discuss the arrangement again, analyze the shareholders’ objection\nand provide detailed reasons for their decision. However, an amendment to an existing arrangement with a chief executive officer who is\nnot a director requires only the approval of the compensation committee, if the compensation committee determines that the amendment is\nnot material in comparison to the existing arrangement.\n\n \n\nAccording to regulations\npromulgated under the Israeli Companies Law, the renewal or extension of an existing arrangement with a chief executive officer shall\nnot require shareholder approval if (i) the renewal or extension is not beneficial to the chief executive officer as compared to the prior\narrangement or there is no substantial change in the terms and other relevant circumstances; and (ii) the engagement terms are consistent\nwith the company’s compensation policy and the prior arrangement was approved by the shareholders by the Special Approval for Compensation.\n\n* *\n\n*Compensation of Directors*\n\n \n\nArrangements regarding the\ncompensation of a director require the approval of the compensation committee, board of directors and (except for a number of exceptions)\nshareholders by ordinary majority, in that order. The approval of the compensation committee and board of directors must be in accordance\nwith the compensation policy. In special circumstances, the compensation committee and board of directors may approve a compensation arrangement\nthat is inconsistent with the company’s compensation policy, provided that they have considered the same considerations and matters\nrequired for the approval of a compensation policy in accordance with the Israeli Companies Law and that shareholder approval was obtained\nby the Special Approval for Compensation.\n\n \n\nWith respect to compensation\nof an officer (including chief executive officer) or director who is also a controlling shareholder, see “- Disclosure of Personal\nInterests of Controlling Shareholders and Approval of Certain Transactions.”\n\n** **\n\n**Disclosure of Personal Interests of Controlling Shareholders and\nApproval of Certain Transactions**\n\n \n\nPursuant to Israeli law,\nthe disclosure requirements regarding personal interests that apply to directors and executive officers also apply to a controlling shareholder\nof a public company. In the context of a transaction involving a shareholder of the company, a controlling shareholder also includes a\nshareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting rights\nin the company. For this purpose, the holdings of all shareholders who have a personal interest in the same transaction will be aggregated.\nExtraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, including a private\nplacement in which a controlling shareholder has a personal interest, and the terms of engagement with a controlling shareholder or a\nrelative thereof, directly or indirectly (including through a corporation controlled by a controlling shareholder), for the provision\nof services to the company and his or her terms of employment or service as an office holder or employment as other than an office holder,\nrequire the approval of each of (i) the audit committee or the compensation committee with respect to the terms of service or employment\nby the company as an office holder, an employee or service provider; (ii) the board of directors; and (iii) the shareholders, in that\norder. The shareholder approval requires one of the following, which we refer to as a Special Majority:\n\n \n\n \n●\na majority of the shares held by all shareholders who do not have a personal interest in the transaction and who are present and voting on the matter approves the transaction, excluding abstentions; or\n\n \n\n \n●\nthe shares voted against the transaction by shareholders who have no personal interest in the transaction and who are present and voting at the meeting do not exceed 2% of the voting rights in the company.\n\n  \n\n95\n\n \n\n \n\nEach shareholder voting on\nthe approval of an extraordinary transaction with a controlling shareholder must inform the company prior to voting whether or not he\nor she has a personal interest in the approval of the transaction, otherwise, the shareholder is not eligible to vote on the proposal\nand his or her vote will not be counted for purposes of the proposal.\n\n \n\nTo the extent that any such\ntransaction with a controlling shareholder is for a period of more than three years, approval is required once every three years, unless,\nwith respect to any such extraordinary transactions, the audit committee determines that the duration of the transaction is reasonable\ngiven the related circumstances.\n\n \n\nThe compensation committee\nand board approval for arrangements regarding the terms of service or employment of a controlling shareholder must be in accordance with\nthe company’s compensation policy. In special circumstances, the compensation committee and board of directors may approve a compensation\narrangement that is inconsistent with the company’s compensation policy, provided that they have considered the same considerations\nand matters required for the approval of a compensation policy in accordance with the Israeli Companies Law and that shareholder approval\nwas obtained by the Special Majority.\n\n \n\nPursuant to regulations promulgated\nunder the Israeli Companies Law, certain transactions with a controlling shareholder or his or her relative, or with directors, relating\nto terms of service or employment that would otherwise require approval of a company’s shareholders may be exempt from shareholder\napproval upon certain determinations of the audit committee and board of directors. In addition, disclosure of a personal interest in\na private placement of a public company (including disclosure of any material fact or document) is required by (i) a shareholder holding\n5% or more of the company’s issued and outstanding capital or its voting rights whose holdings will increase as result of the private\nplacement and a shareholder who will hold 5% or more of the company’s issued and outstanding capital or its voting rights as a result\nof the private placement, if 20% or more of the company’s outstanding share capital prior to the private placement is issued in\nthe private placement and the payment for which is not only in cash or listed securities or the transaction is not on market terms; and\n(ii) a person or entity that will become a controlling shareholder as a result of the private placement.\n\n** **\n\n**Shareholder Duties**\n\n \n\nPursuant to the Israeli Companies\nLaw, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain\nfrom abusing his or her power in the company, including, among other things, in voting at a meeting of shareholder with respect to the\nfollowing matters:\n\n \n\n \n●\nan amendment to the company’s articles of association;\n\n \n\n \n●\nan increase of the company’s authorized share capital;\n\n \n\n \n●\na merger; and\n\n \n\n \n●\nthe approval of related party transactions and acts of office holders that require shareholder approval.\n\n \n\nIn addition, a shareholder\nhas a general duty to refrain from discriminating against other shareholders.\n\n \n\nCertain shareholders have\na duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder who knows that he or she\nhas the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or to prevent the appointment\nof an office holder of the company or other power towards the company. The Israeli Companies Law does not define the substance of the\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 to act with fairness.\n\n**  **\n\n96\n\n \n\n** **\n\n**Exculpation, Insurance and Indemnification of Directors and Officers**\n\n \n\nUnder the Israeli Companies\nLaw, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate\nan office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach\nof duty of care, but only if a provision authorizing such exculpation is included in its articles of association. Our amended articles\nof association include such a provision, to the fullest extent permitted by law. The company may not exculpate in advance a director from\nliability arising out of a prohibited dividend or other distribution to shareholders.\n\n \n\nUnder the Israeli Companies\nLaw and the Israeli Securities Law, 5728-1968, or the Israeli Securities Law, a company may indemnify an office holder in respect of the\nfollowing liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made\nin advance of any such event or following an event, provided its articles of association include a provision authorizing such indemnification:\n\n \n\n \n●\na financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;\n\n \n\n \n●\nreasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a monetary sanction;\n\n \n\n \n●\nreasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent; and\n\n \n\n \n●\nexpenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law.\n\n \n\nUnder the Israeli Companies\nLaw and the Israeli Securities Law, a company may insure an office holder against the following liabilities incurred for acts performed\nby him or her as an office holder if and to the extent provided in the company’s articles of association:\n\n \n\n \n●\na breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;\n\n \n\n \n●\na breach of the duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;\n\n \n\n \n●\na financial liability imposed on the office holder in favor of a third party; and\n\n \n\n \n●\nexpenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder or certain compensation payments to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Securities Law.\n\n \n\n97\n\n \n\n \n\nUnder the Israeli Companies\nLaw, a company may not indemnify, exculpate or enter into an insurance contract for office holder liability, for any of the following:\n\n \n\n \n●\na breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;\n\n \n\n \n●\na breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;\n\n \n\n \n●\nan act or omission committed with intent to derive illegal personal benefit; or\n\n \n\n \n●\na fine, monetary sanction or forfeit levied against the office holder.\n\n  \n\nUnder the Israeli Companies\nLaw, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and\nthe board of directors and, with respect to the chief executive officer and a director or (under certain circumstances), also by the shareholders.\nSee “- Approval of Related Party Transactions under Israeli Law.” However, the insurance of office holders shall not require\nshareholder approval and may be approved only by the compensation committee, if the engagement terms are determined in the company’s\ncompensation policy and that policy was approved by the shareholders by the Special Approval for Compensation, provided that the policy\nis on market terms and is not likely to materially impact the company’s profitability, assets or obligations.\n\n \n\nOur amended articles of association\npermit us to exculpate, indemnify and insure our office holders to the fullest extent permitted under the Israeli Companies Law and the\nIsraeli Securities Law. We have obtained directors’ and officers’ liability insurance for the benefit of our office holders\nand intend to continue to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Israeli Companies\nLaw.\n\n \n\nWe have entered into indemnification\nand exculpation agreements with each of our current officers and directors exculpating them from a breach of their duty of care to us\nto the fullest extent permitted by the Israeli Companies Law and undertaking to indemnify them to the fullest extent permitted by the\nIsraeli Companies Law and the Israeli Securities Law, to the extent that these liabilities are not covered by insurance. This indemnification\nis limited to events determined as foreseeable by our Board of Directors based on our activities and excludes expenses and liabilities\nincurred by a breach of the duty of loyalty to the Company, willful neglect of the duty of care towards the Company, realization of personal\nunlawful profits and other circumstances as set forth in the indemnification agreements. Under such indemnification agreements, the maximum\naggregate amount of indemnification that we may pay to any and all of our currently serving or future officers and directors together\nmay not exceed the higher of $5 million and 25% of our shareholders equity according to our most recent financial statements at the time\nof payment. In the opinion of the SEC, however, indemnification of directors and office holders for liabilities arising under the Securities\nAct of 1933, as amended, is against public policy and therefore unenforceable.\n\n** **\n\n**D. Employees**\n\n \n\nAs of December 31, 2025,\nwe had a limited number of employees and independent contractors. Under Israeli law, we and our employees are subject to protective labor\nprovisions, including the length of the workday, minimum wages for employees, annual leave, sick pay, determination of severance pay and\nadvance notice of termination of employment, as well as procedures for hiring and dismissing employees and equal opportunity and anti-discrimination\nlaws. While none of our employees are party to any collective bargaining agreements, orders issued by the Israeli Ministry of Economy\nand Industry may make certain industry-wide collective bargaining agreements applicable to us. These agreements affect matters such as\nthe length of the workday and week, recuperation pay, travel expenses and pension rights. We have never experienced labor-related work\nstoppages and believe that our relationships with our employees are a significant part of our operations and that we maintain a good and\npositive relationship with our employees.\n\n \n\nIsraeli law generally requires\nthe payment of severance compensation by employers upon the retirement, death or dismissal of an employee. We fund our ongoing severance\nobligations by making monthly payments to insurance policies. All of our current employees have agreed that upon termination of their\nemployment, they will be entitled to receive only the amounts accrued in the insurance policies with respect to severance pay. Furthermore,\nIsraeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which is similar to the U.S.\nSocial Security Administration. These amounts also include payments for national health insurance.\n\n \n\nIn addition, we have various\nconsulting arrangements with experts including in regulatory, research and clinical matters, including with physicians.\n\n** **\n\n98\n\n \n\n** **\n\n**E. Share Ownership**\n\n** **\n\n**Share Ownership of Executive Officers and Directors**\n\n \n\nFor information concerning\nthe beneficial ownership of our ordinary shares by our executive officers and directors, see the table in Item 7A. “Major Shareholders\nand Related Party Transactions-Major shareholders.”\n\n** **\n\n**Option and Incentive Plans**\n\n \n\nIn connection with the transfer\nof all of the business operations and substantially all of the assets of Check-Cap LLC to us in 2009, we assumed the Check-Cap LLC 2006\nUnit Option Plan, or the 2006 Plan. On June 23, 2015, our Board of Directors approved and adopted the Check-Cap Ltd. 2015 Equity\nIncentive Plan, or the 2015 Israeli Plan, and the Check-Ltd. 2015 United States Sub-Plan to Check-Cap Ltd. 2015 Equity Incentive Plan,\nor the 2015 U.S. Sub-Plan. The 2015 Israeli Plan and 2015 U.S. Sub-Plan are referred together as the 2015 Plan. As of such date, we ceased\nto grant options under the 2006 Plan and all equity-based awards made after such date shall be made under the 2015 Plan. Our shareholders\napproved the 2015 Plan at an extraordinary general meeting of shareholders held on August 13, 2015.\n\n \n\nThe primary provisions of\nthe 2006 Plan and 2015 Plan are described below.\n\n** **\n\n**2006 Plan**\n\n* *\n\n*General*. The 2006\nPlan provided for the grant of options to purchase our ordinary shares to our employees, consultants and service providers. For the purpose\nof the 2006 Plan: (i) an “employee” means any person, including officers, directors or affiliates who are employed by us or\nby our affiliates; (ii) a “consultant” means any person who is engaged by us to render consulting or advisory services to\nus or to any of our entities provided that such services are provided in good faith and are (a) not in connection with the offer or sale\nof our securities in a capital raising transaction and (b) not directly or indirectly promoting or maintaining a market for our securities;\n(iii) a “service provider” means an employee, director, supplier or officer holder as defined in the Israeli Companies Law;\nand (iv) an “affiliate” means any entity which is directly or indirectly our parent or subsidiary.\n\n* *\n\n*Administration of the\n2006 Plan*. Our Board of Directors has had the authority to administer the 2006 Plan and to grant options under the 2006 Plan, including,\nthe authority to determine the persons to whom options would be granted, the number of shares subject to each option, the time or times\nat which the options would be granted, restrictions on the transferability of the options, and the schedule and conditions on which such\noptions may be exercised.\n\n* * \n\n*Awards under the 2006\nPlan.*The 2006 Plan provided for the grant of options pursuant to Sections 102 and 3(i) of the Israeli Income Tax Ordinance New Version,\n5721-1961, which we refer to as the Tax Ordinance. The 2006 Plan provides that Section 102 options may be granted only to employees who\nare Israeli residents and who do not own interests possessing more than 10% of the total combined voting power of all classes of our equity\nor the equity of our affiliates immediately before such option is granted. Options granted to optionees who are Israeli residents that\nare not intended to qualify as Section 102 Options are granted under Section 3(i) of the Tax Ordinance, which does not provide for similar\ntax benefits, and are referred to as Section 3(i) options. The 2006 Plan was submitted for the approval of the Israeli Tax Authority,\nwhich we refer to as the ITA, as required by applicable law. Options granted to employees under the 2006 Plan were granted under Section\n102(b)(2) of the Tax Ordinance, which permits the issuance to a trustee under the “capital gains track.” In order to comply\nwith the terms of the capital gains track, all options granted under a specific plan and subject to the provisions of Section 102 of the\nTax Ordinance, as well as the shares issued upon exercise of such options and other shares received subsequently following any realization\nof rights with respect to such options, such as share dividends and share splits, must be registered in the name of a trustee selected\nby the Board of Directors and held in trust for the benefit of the relevant employee, director or officer for a period of two years from\nthe date of the grant. However, under this track, we are not allowed to deduct an expense with respect to the issuance of the options\nor shares.\n\n* *\n\n*Exercise Price; Vesting.*The exercise price of an option granted under the 2006 Plan has been determined by the Board of Directors or a committee appointed\nby it. The first option grant to an employee generally vested over a period of three years and nine months commencing on the date of grant,\nsuch that 8.33% vest on the first anniversary of the date of grant and an additional 8.33% vest on each subsequent three-month period\nthereafter, for 33 months. Additional options granted to an employee generally vest over a period of three years commencing on the three\nmonths anniversary of the date of grant, such that 8.33% is fully vested on the date of grant and an additional 8.33% vest on each subsequent\nthree-month period thereafter, for 33 months.\n\n* *\n\n99\n\n \n\n* *\n\n*Options Term; Termination\nof Employment or Service*. Options granted under the 2006 Plan generally expire within ten years of the grant date or upon the earlier\ntermination of employment of, or services provided by, the optionee, as applicable, subject to the extended period of exercisability upon\ntermination of employment or services, as applicable. Upon termination of the employment of or services rendered by an optionee, as applicable\n(other than for cause, disability or death), generally vested options may be exercised within three months after the date of such termination\nor within such shorter time period (not to be less than 30 days) or such longer time period (not to exceed five years) as our Board of\nDirectors or a committee appointed by it shall determine, but in any event no later than the expiration date of the options. If the employment\nor services of the optionee are terminated because of death or disability (or if the optionee dies within three months after termination\nof employment or services other than for cause), the optionee’s options may be exercised by the optionee or the optionee’s\nlegal representative or authorized assignee to the extent exercisable on the date of such termination or within 12 months thereafter or\nas otherwise determined by the Board of Directors or a committee appointed by it. If the employment or services of the optionee are terminated\nfor cause, all outstanding options will, to the extent not previously exercised, be of no force and effect as of the date of termination,\nunless otherwise determined by the Board of Directors or a committee appointed by it.\n\n* *\n\n*M&A Transaction*.\nThe 2006 Plan provides that in the event of a merger or consolidation of our company in which our company is not the surviving entity,\nan acquisition of all or substantially all of the outstanding capital of our company or the sale of all or substantially all of our assets,\nthe optionee shall be provided the opportunity to (i) exercise his or her options in connection with the transaction and to receive in\nthe transaction such consideration as the holder of ordinary shares shall receive in the transaction; or (ii) retain his or her options\nor receive a substitute option from the surviving company, if any.\n\n** **\n\n**2015 Equity Incentive Plan**\n\n* *\n\n*Awards under the 2015\nPlan.*Awards under the 2015 Plan may be options granted pursuant to Section 102 of the Tax Ordinance, or Section 102 Options, or Section\n3(i) of the Tax Ordinance, or Section 3(i) Options, “incentive stock options”, or ISOs, within the meaning of Section 422\nof the U.S. Internal Revenue Code of 1986, as amended, and options not intended to qualify as ISOs, or Non-statutory Stock Options, stock\nappreciation rights, or SARs, restricted stock awards, or RSAs, and restricted stock units, or RSUs, or any combination of the foregoing.\n\n \n\nUnless the Administrator (as defined below) determines otherwise and\nsubject to applicable law, Section 102 Options may be granted only to Israeli employees, executives and directors (excluding controlling\nshareholders) and Section 3(i) Options may be granted to consultants, controlling shareholders and non-Israeli employees, executives and\ndirectors, in each case of our company or any subsidiary. The Section 102 Options may be granted either pursuant to Section 102(c) of\nthe Tax Ordinance, which are not required to be held in trust by a trustee, or pursuant to Section 102(b), which are required to be held\nin trust for a specified period to qualify for certain tax benefits. Options granted pursuant to Section 102(b) shall be designated to\nqualify for capital gain tax treatment in accordance with Section 102(b)(2) of the Tax Ordinance or ordinary income tax in accordance\nwith Section 102(b)(1) of the Tax Ordinance and thereafter, only such type of Section 102(b) options shall be granted until the Administrator\nhas determined otherwise in accordance with applicable law (which may not be prior to one year after the first grant of such type of Section\n102(b) options).\n\n \n\nUnless the Administrator\ndetermines otherwise and subject to applicable law, ISOs may be granted only to non-Israeli employees and Non-statutory Stock Options\nmay be granted to non- Israeli employees and consultants, in each case of our company or any subsidiary. To the extent that the aggregate\nfair market value of the ordinary shares with respect to which ISOs are exercisable for the first time by a participant during any calendar\nyear under all company plans exceeds $100,000, then unless the Administrator determines otherwise at any time and subject to applicable\nlaw, such options shall be treated as Non-statutory Stock Options.\n\n* *\n\n100\n\n \n\n* *\n\n*Administration of the\n2015 Plan*. The Plan 2015 will be administered by the Board of Directors or, subject to applicable law, a committee appointed by the\nBoard of Directors, or Committee and the Administrator. Subject to the provisions of the 2015 Plan and, in the case of a Committee, the\nspecific duties delegated by the Board of Directors, and subject to the approval of any relevant authorities and compliance with all applicable\nlaws, the Administrator shall have the full power and authority at its sole discretion, from time to time and at any time, among other\nthings:\n\n \n\n \n●\nTo determine whether and to what extent awards are to be granted to participants under the 2015 Plan and to select the eligible recipients of awards under the 2015 Plan;\n\n \n\n \n●\nTo approve forms of agreement for use under the 2015 Plan;\n\n \n\n \n●\nTo determine the terms and conditions of any award under the 2015 Plan, including the exercise price, the time or times and the extent to which the awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any award or the ordinary shares relating thereto, based in each case on such factors as the Administrator, at its sole discretion, shall determine;\n\n \n\n \n●\nTo determine the fair market value of the shares covered by each award;\n\n \n\n \n●\nTo make an election as to the type of Section 102 Option;\n\n \n\n \n●\nTo prescribe, amend and rescind rules and regulations relating to the 2015 Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;\n\n \n\n \n●\nTo authorize conversion or substitution under the 2015 Plan of any or all awards and to cancel or suspend awards, as necessary, provided the material interests of the participants are not harmed;\n\n \n\n \n●\nTo construe and interpret the terms of the 2015 Plan and awards granted pursuant to the 2015 Plan; and\n\n \n\n \n●\nTo alter, revise or otherwise adjust the terms of the 2015 Plan and the award agreement, as may be required pursuant to any applicable laws of local or foreign jurisdictions.\n\n* *\n\n*Term of Awards.*The\nterm of each option shall be stated in the award agreement but in no event may it be more than ten years from the date of grant. Unless\nthe Administrator determines otherwise and subject to applicable law, no ISO may be granted under the 2015 Plan to a grantee who possess\nmore than 10% of the total combined voting power of our company or any of our affiliate (a “10% Shareholder”) unless the option\nterminates on a date that is not later than the day preceding the fifth anniversary of the date of grant. Unless otherwise specified in\nthe applicable award agreement, the term of a SAR will be ten years.\n\n* *\n\n*Exercise Price.*The\nexercise price of any award under the 2015 Plan shall be determined by the Administrator, subject to applicable law. Unless the Administrator\ndetermines otherwise and subject to applicable law, in the case of ISOs and Non-Statutory Stock Options, the exercise price per share\nshall be no less than the fair market value per ordinary share on the date of grant and in the case of an ISO granted to a 10% Shareholder,\nno less than 110% of the fair market value per ordinary share on the date of grant.\n\n* *\n\n*Non-Transferability of\nAwards.*Unless the Administrator determines otherwise and subject to applicable law: (i) options and SARs may not be sold, pledged,\nassigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may\nbe exercised, during the lifetime of the participant, only by the participant. For as long as options or shares purchased upon the exercise\nof options are held by a trustee on behalf of the participant, all rights of the participant with respect to such options and shares shall\nbe personal, and may not be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution; (ii)\nRSUs may not be sold, pledged, transferred, assigned or encumbered; and (iii) RSAs may not be sold, transferred, pledged, assigned or\notherwise disposed of during the restricted period, provided that the Administrator may provide for the lapse of such restrictions in\ninstallments and may accelerate or waive such restrictions in whole or in part.\n\n** **\n\n101\n\n \n\n** **\n\n**Termination of Employment or Service.**\n\n* *\n\n*Options and SARs*.\nIf a participant ceases to be an employee or consultant, in the absence of specified period in the award agreement and unless the Administrator\ndetermines otherwise, such participant may exercise his/her options (to the extent vested on the date of such termination) or SARs within\nthree months following such termination (but in no event later than the expiration date of the option or SAR). If a participant retires,\nhe/she may continue to enjoy such rights with respect to awards under the 2015 Plan, on such terms and conditions as the Administrator\nmay determine. If the participant’s employment or service is terminated as a result if his/her death or permanent disability, the\nparticipant (or, if the participant died, the participant’s estate or any person who acquired the right to exercise the option by\nbequest or inheritance), may exercise his/her options (to the extent vested on the date of such termination) and/or SARs within such additional\nperiod of time following such termination as specified in the award agreement (which may not be less than six months), or in the absence\nof a specified period in the award agreement, until 12 months following such termination or any longer period determined by the Administrator,\nbut in no event later than the expiration date of the option or SAR.\n\n* *\n\n*RSAs*. If a participant’s\nservice of employment is terminated prior to the restricted period, subject to the terms of the award agreement or as otherwise determined\nby the Administrator, the participant’s restricted stock and any associated dividends that remain subject to forfeiture will then\nbe forfeited automatically.\n\n* *\n\n*RSUs*. If a participant’s\nservice of employment is terminated prior to the RSU vesting, subject to the terms of the award agreement or as otherwise determined by\nthe Administrator, the participant’s RSUs that remain subject to forfeiture will then be forfeited automatically.\n\n* *\n\n*M&A Transaction*.\nIn the event of a Transaction (as defined in the 2015 Plan, which generally includes (among other things) a sale of all or substantially\nall of our assets or shares, a merger, consolidation or amalgamation with or into another company or a scheme of arrangement for effecting\nany of the foregoing or such other transaction determined as such by the Administrator, all subject to the conditions and limitations\nin the 2015 Plan), unless otherwise determined by the Administrator, in its sole discretion, any award granted under the 2015 shall be\nassumed or substituted by us or the successor company, under terms determined by the Administrator or the terms of the 2015 Plan applied\nby the successor company to such assumed or substituted awards, all in accordance with the terms of the 2015 Plan. Regardless of whether\nor not the awards are assumed or substituted, the Administrator may, at its sole discretion, among other things, provide for the exercise\nof any exercisable and vested awards, the cancellation of unexercised and unvested awards, the acceleration of unvested awards, or the\ncancellation of awards for payment in cash, shares or other property of our company or the acquiring company or other party to the Transaction,\nunder such terms as the Administrator may determine, all in accordance with the terms of the 2015 Plan.\n\n* *\n\n*Term and Termination of\nthe 2015 Plan*. The 2015 Plan became effective upon its adoption by our Board of Directors and shall continue in effect for a term\nof ten years. Our Board of Directors may at any time amend, alter, suspend or terminate the 2015 Plan. No amendment, alteration, suspension\nor termination of the 2015 Plan shall impair the rights of any participant, unless mutually agreed otherwise in writing between the participant\nand the Administrator.\n\n**  **\n\n**F. Disclosure of a registrant’s action\nto recover erroneously awarded compensation.**\n\n \n\nNot applicable."}