(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1395 Crossman Avenue

Sunnyvale, California

Title of

Securities to be Registered

Amount

to be
Registered(1)

Proposed

Maximum

Offering Price

Per Share

Proposed

Maximum
Aggregate

Offering Price

Amount of

Registration Fee

NetApp, Inc. common stock (par value $0.001)

subject to assumed stock options previously

granted by Spotinst Ltd. (2)

NetApp, Inc. common stock (par value $0.001)

subject to assumed restricted share units

previously granted by Spotinst Ltd.(3)

$41.295 (5)

Total

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock of NetApp, Inc. (the “Registrant”) that become issuable under the Spotinst Ltd. 2016 Amended and Restated Share Option Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of outstanding shares of the Registrant’s common stock.

Represents shares of common stock of the Registrant subject to outstanding unvested stock options as of July 9, 2020, granted under the Plan (the “Assumed Options”), which were assumed by the Registrant on July 9, 2020, pursuant to that certain Share Purchase Agreement, dated as of June 3, 2020, by and among NetApp B.V., an indirect wholly owned subsidiary of the Registrant, Registrant, Spotinst Ltd., certain shareholders of Spotinst Ltd. and Shareholder Representative Services LLC, solely as the securityholder representative (the “Purchase Agreement”).

Represents shares of common stock of the Registrant subject to restricted share units as of July 9, 2020, granted under the Plan, which were assumed by the Registrant on July 9, 2020, pursuant to the Purchase Agreement.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum offering price per share is based upon the weighted average exercise price for the shares subject to the Assumed Options.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is based upon the average of the high and low sale prices of the Registrant’s common stock on August 21, 2020, as reported on the Nasdaq Global Select Market.

The Registrant’s Annual Report on Form 10-K for the fiscal year ended April 24, 2020, filed with the Commission on June 15, 2020, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”);

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2020, filed with the Commission on August 28, 2020, pursuant to Section 13 of the 1934 Act;

Each of the Registrant’s Current Reports on Form 8-K, filed with the Commission pursuant to Section 13 of the 1934 Act on May  12, 2020, June  3, 2020, June  22, 2020, June  26, 2020 and August 26, 2020; and

The Registrant’s Registration Statement No. 000-27130 on Form 8-A filed with the Commission on November 1, 1995, which contains a description of the terms, rights and provisions applicable to the Registrant’s common stock, including any amendments or reports filed for the purpose of updating such descriptions.

The Registrant is required to advance the expenses, as incurred, of any such individual in connection with defending a proceeding, action or suit by reason of such individual’s serving on behalf of and at the Registrant’s request, except that such officer or director shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

The rights conferred in the Bylaws are not exclusive, and the Registrant is authorized to enter into indemnification arrangements with any person other than a director who is made a party to any action, suit or proceedings by reason of the fact that he is or was an officer or employee of the Registrant.

The Registrant may not retroactively amend the Bylaw provisions described above to reduce its indemnification obligations to its directors, officers, employees and agents.

Documents

Filed herewith.

Signature

Title

Date

/s/ George Kurian

Chief Executive Officer and Director

(Principal Executive Officer and Principal Operating

Officer)

/s/ Michael J. Berry

Executive Vice President and Chief Financial

Officer

(Principal Financial Officer)

/s/ Scott R. Allen

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

/s/ T. Michael Nevens

Chairman of the Board

/s/ Gerald Held

Director

/s/ Kathryn M. Hill

Director

/s/ Deborah L. Kerr

Director

/s/ Scott F. Schenkel

Director

/s/ George T. Shaheen

Director

/s/ Deepak Ahuja

Director

August 28, 2020

NetApp, Inc.

1395 Crossman Ave

Sunnyvale, California 94089

Registration Statement on Form S-8

/s/ DELOITTE & TOUCHE LLP

San Jose, California

August 28, 2020

PURPOSE OF THE PLAN

DEFINITIONS

“Administrator” means the Board or any of its Committees that shall administer the Plan, in accordance with Section 3 hereof.

“Affiliate” means any entity controlling, controlled by or under common control with the Company and if such entity is a person, then the immediate family of such person. For the purpose of this definition of Affiliate, “control” shall mean the ability to direct the actions of a corporation. A Person shall be deemed to control an entity if it has possession directly or indirectly of more than fifty percent (50%) of the voting power, the right to appoint more than fifty percent (50%) of the members of the Board, or the right to receive more than fifty percent (50%) of the distributed profits of such entity.

“Amendment Effective Date” means June 12, 2020.

“Articles” means the Amended and restated Articles of Association of the Company, as may be amended and restated from time to time.

“Award” shall mean a grant of Options, a grant of Restricted Share Units or a Restricted Share Award.

“Award Agreement” means the agreement between the Company and a Participant that evidences and sets out the terms and conditions of an Award. Any specific Award Agreement may contain such other provisions, not inconsistent with the Plan, as the Administrator may, from time to time, deem advisable.

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

“Cause” means termination of engagement as a result of the occurrence of any one of the following: (i) Participant’s theft, dishonesty, or falsification of any documents or records of the Company or any of its Affiliates; (ii) Participant’s improper use or disclosure of the confidential or proprietary information of the Company or any of its Affiliates; (iii) any action by Participant which has a detrimental effect on the

“Change in Control” means:

With respect to Awards outstanding as of the Amendment Effective Date, a Deemed Liquidation, as defined under the Company’s Articles as then in effect. The foregoing notwithstanding, a transaction shall not constitute a “Change in Control” for the purposes hereof (A) if its sole purpose is to change the state of the Company’s incorporation or create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; (B) if it is the Company’s initial public offering or a bona fide private equity financing of the Company; or (C) any transaction that the Administrator determines shall not be a Change in Control.

With respect to Awards granted on or after the Amendment Effective date, a change in ownership or control of the Company effected through either of the following transactions:

the acquisition, directly or indirectly, by any Person or related group of persons (other than the Company or a Person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders, or

a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

“Committee” means a compensation committee or other committee of the Board, designated from time to time to administer the Plan, which shall consist of no fewer than two members of the Board.

“Company” means Spotinst Ltd., p.c Number 51-520190-3, a company incorporated under the laws of the State of Israel.

“Date of Grant” means the date on which an Award is granted as determined by the Administrator and set forth in the Award Agreement.

“Disability” means the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

“Employee” means a person who is employed by the Company or any Affiliate.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“Exercise Price” means the respective price for each Share subject to an Option as set in accordance with this Plan (including Section 6 below) and as specified in the respective applicable Award Agreement.

“Expiration Date” means the date upon which an Option shall expire, as set forth in Section 8.1 of the Plan, as applicable.

“Fair Market Value” means, as of any date, the value of a Share determined as follows:

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

If the Shares are regularly quoted by one or more recognized securities dealers, but selling prices are not reported, the Fair Market Value shall be the mean between the highest bid and lowest asked prices for the Shares on the last market trading day prior to the day of determination; or

In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Administrator (subject to any applicable law, including the requirements of Section 409A of the United States Internal Revenue Code of 1986, as amended).

“IPO” means the Company’s first public offering of its Ordinary Shares.

“Option” means an option to purchase one or more Shares pursuant to the Plan.

“Organizational Documents” means (i) the Articles and (ii) the Investor Rights Agreement between the Company and the parties thereto dated December 2015, all as may be amended from time to time; and (iii) any other documents as the Administrator may, from time to time, deem advisable.

“Participant” means a Person who receives an Award under the Plan.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Plan” means this Spotinst Ltd. Amended and Restated 2016 Share Option Plan, as amended from time to time.

“Prior Effective Date” means August 22, 2018, the effective date of the Spotinst Ltd. 2016 Share Option Plan, as amended.

“Restricted Shares” means Shares issued to a Participant under the Plan pursuant to Section 11.

“Restricted Share Award” means, individually or collectively, a grant under the Plan of Restricted Shares.

“Restricted Share Purchase Agreement” an agreement between the Company and a Participant that evidences and sets out the terms and conditions of a Restricted Share (such as a repurchase agreement, share restriction agreement or any other agreement relating to Restricted Share of the Company that the Administrator shall determine to be subject to the terms of this Plan). Any specific Restricted Share Purchase Agreement may contain such other provisions, not inconsistent with the Plan, as the Administrator may, from time to time, deem advisable.

“Restricted Share Unit” means an Award of restricted share units issued to pursuant to Section 12 of the Plan.

“Securities Act” means the United States Securities Act of 1933, as amended, or any similar act under any other jurisdiction.

“Service Provider” means a director, consultant or advisor of the Company or any of its Affiliates.

“Shares” means Ordinary Shares of the Company, par value NIS0.01 (subject to any adjustment, split, merge or recapitalization which may be undertaken by the Company from time to time) each or any other kind of shares that shall be agreed upon by the Board.

“Successor Company” means any entity into which the Company is merged to or by which the Company is acquired (or a parent, subsidiary or affiliate of such company, if the consideration (whether shares, cash, or other securities or property) distributed to or received by holders of Shares of the Company in the Change in Control was distributed or paid by such parent, subsidiary or affiliate).

“Vested Option” means any Option which has already vested according to the Vesting Schedule.

“Vesting Schedule” means, as determined by the Administrator, the schedule of dates as of which (i) the Participant shall be entitled to exercise Options or part of the Options as set forth in Section 9 of the Plan, (ii) the forfeiture of the Restricted Shares shall lapse as set forth in Section 11 of the Plan, or (iii) the forfeiture of the Restricted Share Units shall lapse as set forth in Section 12 of the Plan.

ADMINISTRATION OF THE PLAN

The Administrator shall have the power to administer the Plan. To the extent permitted under applicable law, the Board may delegate its powers under the Plan, or any part thereof, to the Committee, in which case, any reference to the Board in the Plan with respect to the rights so delegated shall be construed as reference to the Committee. Notwithstanding the foregoing, the Board shall automatically have residual authority (i) if no Committee shall be constituted, (ii) with respect to rights not specifically delegated by the Board to the Committee, or (iii) if such Committee shall cease to operate for any reason whatsoever.

The Committee, if appointed, shall select one of its members as its chairman and shall hold its meetings at such times and places as the chairman shall determine.

The Administrator shall keep records of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

The Administrator shall have the full power and authority, subject to applicable law and subject to the Company’s Organizational Documents: (i) to designate Participants; (ii) to determine the terms and provisions of respective Award Agreements (which may, but need not be, identical) including, but not limited to, the number of Shares to be covered by each Award, provisions concerning the time or times when and the extent to which the Options may be exercised and the nature and duration of restrictions as to transferability or restrictions constituting substantial risk of forfeiture of Awards; (iii) to accelerate the right of an Participant to exercise, in whole or in part, any previously granted Option and to extend the Expiration Date of a previously granted Option or to accelerate the vesting of any previously granted Award; (iv) to interpret the provisions and supervise the administration of the Plan; (v) to determine the Fair Market Value of the Shares (subject to any applicable law, including the requirements of Section 409A of the United States Internal Revenue Code of 1986, as amended); (vi) to designate the type of Awards to be granted to an Participant; (vii) to establish sub-plans and modify sub-plans to comply with applicable laws in foreign countries; and (viii) to determine any other matter which is necessary or desirable for, or incidental to, the administration of the Plan.

The Administrator shall have the authority to grant, at its discretion, to the holder of an outstanding Option, in exchange for the surrender and cancellation of such Option, a new Option having an exercise price equal to, lower than or higher than the Exercise Price of the original Option so surrendered and canceled, and containing such other terms and conditions as the Administrator may prescribe in accordance with the provisions of the Plan.

DESIGNATION OF PARTICIPANTS

SHARES RESERVED FOR THE PLAN

Effective as of July 8, 2020, the Company reserved 35,097,515 authorized but unissued Shares for the purposes of the Plan (“Share Pool”), subject to adjustment as set forth in Section 7 below. The Company may reserve, from time to time, additional Shares to be included in the Share Pool for the purposes of this Plan. Any Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan, the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan. Should any Award for any reason expire or be canceled prior to its exercise or relinquishment in full, the Award shall terminate, and the Shares covered by such Award shall revert to the Share Pool.

Each Award granted pursuant to the Plan, shall be evidenced by a written Award Agreement between the Company and the Participant, in such form as the Administrator shall from time to time approve. Each Award Agreement shall state, among other matters and as applicable, the number of Shares covered by the Award, the type of Shares issued on settlement or exercise of the Award, the Vesting Schedule, the Exercise Price and the Expiration Date.

Voting of Shares.

Subject to applicable law, and until the consummation of an IPO, unless resolved otherwise by the Board (with respect to specific Award Agreements, specific jurisdictions or otherwise), Shares acquired upon the exercise or settlement of Awards shall be voted by an irrevocable proxy (“Proxy”) pursuant to the directions of the Board, such Proxy to be assigned to the person or persons designated by the Board (the “Proxy Holder”). By this Proxy, the Proxy Holder shall vote such Shares on any issue brought before the shareholders of the Company pro-rata to the vote of the other shareholders of the Company (other than shareholders who hold shares by virtue of this Plan), which are entitled to participate in the vote (such pro-rata vote shall take into account only shareholders participating in the vote, in person, written ballot or proxy, whether voting for, against or abstaining from voting on the issue brought before them).

The Proxy Holder shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of such Proxy unless arising out of such Proxy Holder’s own fraud or bad faith, to the extent permitted under applicable law. Such indemnification shall be in addition to any rights of indemnification the person(s) may have as a director or otherwise under the Company’s incorporation documents, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

EXERCISE PRICE

The Administrator shall determine the Exercise Price from time to time. Each Award Agreement will specify the Exercise Price determined for the Options covered therein.

The Exercise Price shall be payable upon the exercise of an Option in cash, check or wire transfer. However, the Administrator may allow payment of the Exercise Price through delivery of Shares (including other Shares subject to the Options being exercised) having a Fair Market Value equal as of the date of exercise to the Exercise Price of the Shares purchased and acquired upon exercise of the Option, or through a different form of cashless exercise through a third party broker as approved by the Administrator, or any combination of cash and cashless exercise method as determined by the Administrator. The Administrator retains its absolute discretion with regard to the approval of method of payment, and the Participant shall not have any claim with regard to the Administrator’s refusal to approve such method or the terms determined by the Administrator.

The Administrator shall have the authority to approve any other means of payment and/or to postpone the date of payment under such terms as it may determine.

The currency of the Exercise Price shall be either in NIS or US Dollars, unless determined otherwise at the Administrator’s sole discretion.

ADJUSTMENTS

In the event of a Change in Control, the following shall apply:

Assumption of Awards.

The Administrator in its sole discretion will use its efforts to cause the assumption of any unexercised portion of each outstanding Option, and the assumption of any other outstanding Award, for an equivalent award or right substituted by the Successor Company and appropriate adjustments shall be made to reflect such action, including adjustments to the Exercise Price per each Share underlying the unexercised Options (if applicable) and the number of Shares underlying each Award.

For the purposes of this Section 7.1(i), the Award shall be considered assumed if, following a Change in Control, the award confers on the holder thereof the right to purchase or receive, for each Share underlying an Award immediately prior to the Change in Control, the consideration (whether shares, cash, or other securities or property) distributed to or received by holders of Shares of the Company in the Change in Control for each Share held on the effective date of the Change in Control (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares).

Notwithstanding the above, if the consideration received in the Change in Control does not consist solely of ordinary shares (or their equivalent) of the

No Assumption.

Provide for exercise (if applicable) and settlement of vested Awards under such terms and conditions as the Administrator shall determine, and the cancellation of all unvested Awards;

Provide for exercise of the Awards (both vested and unvested), under such terms and conditions as the Administrator shall determine; or

Provide for the cancellation of each outstanding Award at the closing of such Change in Control, against payment to the Participant of an amount in cash equal to (a) the Fair Market Value of each Share covered by the Award as reflected under the terms of the Change in Control, minus (b) the exercise price, if any, of each Share covered by the Award.

Any Option not exercised at the closing of the Change in Control (or a later date, if so determined by the Administrator and the Successor Company) shall be cancelled and be of no further force and effect, provided, however, that the Company shall notify the Participant at least ten (10) days prior to said expiration of the Options.

With respect to any Awards granted on or after the Amendment Effective Date, the Administrator shall have the discretionary authority, exercisable at any time while such Award remains unvested, to provide that those Awards shall immediately vest upon a Change in Control or upon an event or events associated with such Change in Control.

Notwithstanding the foregoing, in the event of a Change in Control, the Administrator may determine in its sole discretion that upon completion of such Change in Control, the Award shall be substituted for, or shall confer the right to purchase, any other security or asset, or any combination thereof, or that its terms be otherwise amended or modified, as the Administrator shall deem in good faith to be appropriate.

Notwithstanding the above and subject to any applicable law, the Administrator may determine otherwise with respect to certain Award Agreements.

If the Company is voluntarily liquidated or dissolved (not in connection with a Change in Control) while unexercised Options remain outstanding under the Plan, the Company shall notify all Participants of such liquidation or dissolution, and the Participants shall then have ten (10) days to exercise any unexercised Vested Options held by them at that time. Upon the expiration of such ten (10)-day period, all remaining outstanding Options (whether vested or not) will terminate immediately.

If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend, bonus shares, share split, reverse share split, combination or exchange of shares, or recapitalization (but not the conversion of any convertible securities of the Company), then the number, class and kind of the Shares subject to the Plan or subject to any Awards therefore granted and the Exercise Price (as applicable) shall be appropriately adjusted, as determined by the Administrator.

Notwithstanding the above provisions of this Section 7 and subject to any applicable law, the Administrator may determine otherwise with respect to certain Award Agreements.

TERM AND EXERCISE OF OPTIONS

Expiration Date. Options, to the extent not previously exercised, shall terminate upon the earlier of: (i) the lapse of ten (10) years from the Date of Grant; (ii) the lapse of three (3) months of the date of termination of Participant’s employment or service with the Company and its Affiliates; (iii) the lapse of twelve (12) months as of the date of termination of employment or service as a result of death or Disability of the Participant; or (iv) immediately, for Cause as per Section 8.5. The Administrator may extend the termination date, which extension shall be in effect only if made in writing. Such extension shall be at the Administrator’s sole and absolute discretion. Notwithstanding the above and subject to any applicable law, the Administrator may determine other terms of expiration with respect to certain Award Agreements.

Exercise. Vested Options may be exercised by the Participant prior to the Expiration Date only, by giving written notice of exercise and remitting payment of the Exercise Price to the Company or to any third party designated by the Company (the “Representative”), in such form and method as may be determined by the Administrator, which exercise shall be effective upon receipt of such notice by the Company or the Representative and the payment of the Exercise Price at the Company’s or the Representative’s principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised.

The Options may be exercised by the Participant prior to the Expiration Date in whole at any time or in part from time to time, to the extent that the Options have become vested and exercisable.

To avoid doubt, Participants shall not be deemed owners of the Shares issuable upon the exercise of Options and shall not have any of the rights or privileges of shareholders of the Company in respect of any Shares purchasable upon the exercise of any part of an Option, until registration of the Participant as holder of such Shares in the Company’s register of shareholders upon exercise of the Option in accordance with the provisions of the Plan.

Termination for Cause. Notwithstanding any other provision of this Plan to the contrary, unless explicitly stated otherwise in a specific Award Agreement, in the event that Participant’s engagement with the Company (or an Affiliate) is terminated for Cause, or is terminated in circumstances that qualify as Cause the following shall apply:

the Participant shall not be entitled to exercise any portion of the Options and any outstanding unexercised Options of the Participant will immediately and automatically expire and terminate upon the date that notice of termination of employment or services has been given

in the event the Participant exercised the Options (in whole or in part) prior to expiration of the Options, then the Company (or any assignee of the Company) shall have the right to repurchase such shares at the Exercise Price paid by the Participant per share, within twelve (12) months as of the effective date of termination of Participant’s employment or service with the Company (or its Affiliate)

VESTING OF OPTIONS

Subject to the provisions of the Plan, Options shall vest pursuant to the Vesting Schedule set forth in the Award Agreement. The vesting provisions may vary in different Award Agreements.

An Option may be subject to such other terms and conditions, consistent with the Plan, on the time or times when it may be exercised as the Administrator may deem appropriate.

The vesting of an Option shall not accrue during any unpaid vacation or leave of absence that exceeds three (3) calendar months. In addition, the vesting of an Option shall only accrue during the notice period required by law and not through any longer notice period agreed upon between the Participant and the Company (or its Affiliate, as applicable). The Administrator may determine otherwise with respect to any specific Award Agreement.

In the event of Disability of an Participant, unless otherwise determined by the Administrator, vesting shall be accelerated in order that fifty percent (50%) of the then unvested Options shall become vested as of termination.

In the event of death of an Participant, unless otherwise determined by the Administrator, vesting shall be accelerated in order that all of the Options shall be vested as of the time of death.

RESTRICTION ON SHARES

Shares Subject to Corporate Organizational Documents. As a condition for the grant of Awards and issuance of shares under the Plan, each Participant shall acknowledge the terms and provisions of the corporate documents of the Company, including the Organizational Documents, and shall agree to be bound by their terms with respect to any restriction applicable to the Ordinary Shares of the Company (including without limitation, any right of first refusal, co-sale and bring along provisions).

Bring Along. Anything herein to the contrary notwithstanding, if prior to the completion of the IPO substantially all of the shares of the Company are to be sold, or

Lock Up. The Participant acknowledges that in the event that the Company’s shares shall be registered for trading in any public market, Participant’s rights to sell the Shares may be subject to certain limitations (including a lock-up period), as will be requested by the Company or its underwriters or as will be required by law, and the Participant unconditionally agrees and accepts any such limitations.

Restriction on Transferability. No Award or any right with respect thereto shall be assignable, transferable, or given as collateral to any third party whatsoever by operation of law or otherwise, except by will or by the laws of descent. During the lifetime of the Participant, all of such Participant’s rights to purchase Shares upon the grant, vesting or exercise of his or her Awards shall be exercisable only by the Participant.

The Shares issued under this Plan shall be subject to all restrictions on transfer (including sale or pledge or other disposal) of the Shares issued under this Plan applicable to the shares of the Company as stated in the Company’s Articles (including without limitation, consent of the Board, rights of first refusal, bring along rights, market stand-off and tagalong rights), and in any shareholders agreement applicable to all or substantially all of the Company’s holders of Shares, regardless of whether or not the Participant is party to such shareholders agreement.

The Company shall not register any transfer of Shares not made in accordance with the provisions of this Plan, the Company’s Articles and any Applicable Law.

Notwithstanding the above provisions of this Section 10 and subject to any applicable law, the Administrator may determine otherwise with respect to certain Award Agreements.

RESTRICTED SHARES; REPURCHASE

Rights to Purchase. Restricted Shares may be issued to Participants under the Plan either alone, in addition to, or in tandem with other Awards granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall determine the eligible Participants to whom, and the time or times at which, grants of Restricted Shares will be made, the number of shares to be awarded, the purchase price (if any) to be paid by the Participant (subject to Section 11.3), the time or times at which such Restricted Share Awards may be subject to forfeiture (if any), the vesting schedule (if any) and rights to acceleration thereof, and all other terms and conditions of the Restricted Share Awards. The Administrator may condition the grant or vesting of Restricted Shares upon the attainment of specified performance targets or such other factors as the Administrator may determine, in its sole discretion. Unless otherwise

Terms. The purchase price of Restricted Shares shall be determined by the Administrator, but shall not be less than as permitted under applicable law. Restricted Share Awards must be accepted within a period of twenty-one (21) days (or such other period as the Administrator may specify at grant) after the grant date, by executing a Restricted Share Purchase Agreement and by paying whatever price (if any) the Administrator has designated thereunder.

Repurchase Right. The Restricted Shares may be subject to forfeiture or a repurchase right of the Company, so that in the event of termination of employment or service of the Participant, the Company shall have a right to cause a forfeiture or repurchase the Restricted Shares at the purchase price actually paid by the Participant for such Restricted Shares (the “Repurchase Right”). The Company shall be entitled to cause the forfeiture or exercise the Repurchase Right at any time following the effective date of termination and until the applicable Expiration Date (as defined in Section 8.1). The number of Restricted Shares that the Company shall be entitled to forfeit or repurchase under the Repurchase Right shall be reduced over time, pursuant to a Vesting Schedule described in the Restricted Share Purchase Agreement. This Section does not derogate from the provisions of Section 8.5, which shall apply, mutatis mutandis (i.e. the Repurchase Right shall apply to all Restricted Shares). The Administrator may determine that the terms of any specific Restricted Share Purchase Agreement shall vary from the above.

Legend. Each Participant receiving Restricted Shares shall be issued a share certificate in respect of such Restricted Shares, unless the Administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted Shares. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Share Award, substantially in the following form (as well as other legend required by the Administrator):

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

Rights as Shareholder. Except as provided in this Section 11 and as otherwise determined by the Administrator and set forth in the Restricted Share Purchase Agreement, the Participant shall have, with respect to the Restricted Shares, all of the rights of a holder of Shares including, without limitation, the right to receive any dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of Restricted Shares, the right to tender such shares.

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

Rights as a Shareholder. Once a Participant is issued with Restricted Shares under the Plan, the Participant shall have rights equivalent to those of a shareholder and shall be a shareholder when his or her purchase is entered upon the registry of shareholders or records of the duly authorized transfer agent of the Company, subject, however, to all rights and restrictions imposed on an Participant and/or a holder of Shares by virtue of this Plan, mutatis mutandis including (without limitation) appointment of a Proxy Holder to vote the Restricted Shares. The Administrator shall determine in any specific Restricted Share Purchase Agreement, whether the Participant is required to provide a Proxy for the voting of his/her Restricted Shares. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Repurchase Right is exercised, except as provided in Section 7.3 of the Plan.

No Sale. Section 10.5 shall apply to the Restricted Shares.

Other Provisions. The Restricted Share Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

RESTRICTED SHARE UNITS

Nature of Awards. Restricted Share Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Award Agreement, in an amount in cash, Shares, or both, based upon the Fair Market Value of a specified number of Shares.

Terms and Conditions. Restricted Share Units shall be subject to the following terms and conditions:

The Administrator shall, prior to or at the time of grant, condition (A) the vesting of Restricted Share Units upon the continued service of the applicable

Participant shall have no rights as a shareholder of the Company unless and until any Shares underlying the Restricted Share Units are actually issued to the Participant or otherwise entered upon the registry of shareholders or records of the duly authorized transfer agent of the Company. The Award Agreement for Restricted Share Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Shares or other property corresponding to dividends or distributions payable on the Shares; provided that such payments of cash, Shares or other property shall not be paid or distributed to the applicable Participant unless and until, and only to the extent that, the underlying Restricted Share Units actually vest.

EFFECTIVE DATE AND DURATION OF THE PLAN

AMENDMENTS OR TERMINATION

The Administrator may at any time amend (subject to the provisions of Section 14.3 below), alter, suspend or terminate the Plan.

The Company shall obtain the approval of the Company’s shareholders for this Plan if shareholders’ approval is necessary or desirable to comply with any applicable law or the provisions of the Organizational Documents. The Administrator may also, but need not, require that the Company’s shareholders approve any amendments to this Plan if necessary or desirable to comply with any applicable law or otherwise.

The Board may amend, alter, suspend, or terminate the Plan, provided that no such amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless agreed by such Participant, or unless agreed mutually between the Company and the majority of Participants (based upon number of Awards and Shares issued under the Plan).

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

CONDITIONS UPON ISSUANCE OF SHARES

Legal Compliance. Shares shall not be issued pursuant to the grant, settlement or exercise of an Award unless the issuance and delivery of such Shares shall comply with applicable laws and shall be further subject to the approval of counsel for the Company with respect to such compliance (if so requested by the Company).

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

Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

CONTINUANCE OF EMPLOYMENT

GOVERNING LAW AND JURISDICTION; GOVERNMENT REGULATIONS

The Plan shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflicts of laws.

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

TAX CONSEQUENCES

NON-EXCLUSIVITY OF THE PLAN

MULTIPLE AGREEMENTS

RULES PARTICULAR TO SPECIFIC COUNTRIES

GENERAL

This Israeli Appendix (the “Israeli Appendix”) shall apply only to participants who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for the purpose of payment of tax (the “Israeli Participants”). The provisions specified hereunder shall form an integral part of the Spotinst Ltd. Amended and Restated 2016 Share Option Plan (the “Plan”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.

This Israeli Appendix is to be read as a continuation of the Plan and only refers to Awards granted to Israeli Participants so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of Section 102 (as defined below), and any regulations, rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time. For the avoidance of doubt, this Israeli Appendix does not add to nor modify the Plan in respect of Participants who are not Israeli Participants.

The Plan and this Israeli Appendix are complementary to each other and shall be deemed one. In any case of contradiction, whether explicit or implied, between the provisions of this Israeli Appendix and the Plan, the provisions set out in this Israeli Appendix shall prevail with respect to Awards granted to Israeli Participants.

DEFINITIONS

“Approved 102 Award” means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Israeli Participant.

“Controlling Shareholder” means a “controlling shareholder” as defined in Section 32(9) of the Ordinance.

“Employee” means an Israeli Participant who is (i) employed by the Company or its Subsidiaries, or (ii) serving as a director or an Office Holder of the Company or its Subsidiaries; provided such employee, director or Office Holder is not a Controlling Shareholder.

“ITA” means the Israel Tax Authority.

“Non-Employee” means an Israeli Participant that is not an Employee, including an Israeli Participant that (i) serves as a consultant, advisor, or service provider, or (ii) is a Controlling Shareholder.

“Office Holder” means an “office holder” as defined under the Israeli Companies Law, 1999.

“102 Capital Gain Award” means an Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance.

“102 Award” means any Award granted pursuant to Section 102.

“102 Ordinary Income Award” means an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.

“Ordinance” means the Israeli Tax Ordinance (New Version), 1961.

“Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

“3(i) Award” means an Award granted pursuant to Section 3(i) of the Ordinance.

“Trustee” means any individual or entity appointed by the Company and approved by the ITA to serve as trustee of Approved 102 Awards.

“Unapproved 102 Award” means an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.

ISSUANCE OF AWARDS; ELIGIBILITY

The persons eligible for participation in the Plan under the Israeli Appendix shall include any Employees or Non-Employees of the Company or of any Affiliate; provided, however, that (i) Employees may only be granted 102 Awards; and (ii) Non-Employees may only be granted 3(i) Awards.

The Company may designate Awards granted to Employees as Approved 102 Awards or Unapproved 102 Awards.

The grant of Approved 102 Awards shall be made under this Israeli Appendix and shall be conditioned upon the approval of this Israeli Appendix by the ITA.

Approved 102 Awards may either be classified as 102 Capital Gain Awards (“CGOs”) or 102 Ordinary Income Awards (“OIOs”).

No Approved 102 Awards may be granted under this Israeli Appendix to any Employee, unless and until the Company elects to classify its Approved 102 Awards as CGOs or OIOs and appropriately files notice of such election with the ITA (the “Election”). The Election shall become effective beginning the first date of grant of an Approved 102 Award under this Israeli Appendix and may not be changed until the end of the year following the year during which the Company first granted Approved 102 Awards under such Election. The Election shall obligate the Company to grant only the type of Approved 102 Award it has elected, and shall apply to all Employees who were granted Approved 102 Awards during the time the Election is in effect, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Awards and 3(i) Awards simultaneously.

All Approved 102 Awards must be held in trust by a Trustee, as described in Section 4 below.

The terms and conditions upon which Awards shall be issued, vested, settled and exercised shall be as specified in the Award Agreement to be executed pursuant to the Plan and to this Israeli Appendix. Each Award Agreement shall state, inter alia, the type of Award granted thereunder (whether a CGO, OIO, Unapproved 102 Award or a 3(i) Award).

TRUSTEE

Approved 102 Awards, any shares issued upon grant, settlement or exercise of such Approved 102 Awards and other shares received subsequently following any realization of rights, including without limitation, bonus shares, shall be allocated or issued to the Trustee and held for the benefit of the Israeli Participant.

Approved 102 Awards and any shares received subsequently following grant, settlement or exercise of 102 Awards, shall be held by the Trustee for at least such period of time as required by Section 102 (the “Holding Period”).

The Israeli Participant shall not be entitled to sell or release from trust the Approved 102 Awards or shares issued upon their grant, settlement or exercise, until the lapse of the Holding Period.

In the event the requirements of Section 102 are not met, the Israeli Participant shall not be entitled to the tax treatment available for Approved 102 Awards and the Approved 102 Awards may be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102, section 2 or section 3(i) of the Ordinance.

Notwithstanding anything to the contrary, the Trustee may delay the release of any Approved 102 Awards or shares issued upon grant, settlement or exercise of Approved 102 Awards, until the full payment of the Israeli Participant’s tax liabilities arising in respect thereof.

As a condition for issuance of Approved 102 Awards, the Israeli Participant shall execute an undertaking, in form to be provided by the Company, acknowledging the terms of issuance under Section 102 and releasing the Trustee from any liability for actions or decisions made in good faith by the Trustee.

FAIR MARKET VALUE FOR TAX PURPOSES

EXERCISE OF OPTIONS

Options shall be exercised by the Israeli Participant in accordance with the terms of the Plan, but in any event, in accordance with the instructions of the Trustee and the requirements of Section 102.

If the Israeli Participant ceases to be employed or engaged by the Company or any Affiliate, then at the request of the Company, the Israeli Participant shall extend to the Company and/or its Subsidiaries a security or guarantee for the payment of tax due at the time of sale of shares, pursuant to the Company’s policies and in accordance with any applicable provisions of Section 102.

RESTRICTIONS ON ASSIGNABILITY AND SALE OF AWARDS

TAX CONSEQUENCES

Without derogating from the Plan, the Trustee may withhold taxes according to requirements of applicable laws, rules and regulations, including withholding taxes at source, from any payment to the Israeli Participant. Furthermore, the Israeli Participant shall indemnify the Company, its Subsidiaries and the Trustee and hold them harmless from and against any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Participant.

The Company and the Trustee shall not be required to release any Awards, shares, or share certificate to an Israeli Participant until all required payments have been fully made and satisfactory evidence was provided to the Company and the Trustee.

GOVERNING LAW & JURISDICTION

GENERAL

This appendix (the “Appendix”) shall apply only to participants who are residents of the United States for U.S. income tax purposes (the “US Participants”). The provisions specified hereunder shall form an integral part of the Spotinst Ltd. Amended and Restated 2016 Share Option Plan (the “Plan”), which applies to the issuance of Awards relating to Shares of the Company.

This Appendix is to be read as a continuation of the Plan and only refers to Awards granted to US Participants so that they comply (or are exempt from the application of, as the case may be) with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and/or Section 422 of the Code (if applicable), and any regulations, rules, procedures or other guidance promulgated thereunder, as may be amended or replaced from time to time. For the avoidance of doubt, this Appendix does not add to nor modify the Plan in respect of Participants who are not US Participants.

The Plan and this Appendix are intended to be complementary to each other and shall be deemed one. In any case of contradiction, whether explicit or implied, between the provisions of this Appendix and the Plan, the provisions set out in this Appendix shall prevail with respect to Awards granted to US Participants.

Awards granted under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such Awards shall be construed accordingly. Grants may be modified at any time, in the Administrator’s discretion, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code. Notwithstanding the foregoing, neither the Company nor the Administrator shall have any liability to any Participant, or to any other party, if an Award (or any portion thereof), whether prior to or subsequent to any such modification that may be made, is determined to be subject to the provisions of Section 409A of the Code.

Any capitalized term not specifically defined in this Appendix shall be construed according to the interpretation given to it in the Plan.

DEFINITIONS

“Code” means the Internal Revenue Code of 1986, as amended.

“Disability”, except as provided in an applicable Award Agreement, means “disability” as such term is defined in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code.

“Fair Market Value” shall have the meaning ascribed to it in the Plan, but shall be determined in a manner consistent with Section 409A Authority.

“Nonqualified Stock Option” or “NQO” means an option to purchase Shares granted to an eligible Participant under the Plan that is not intended to meet the requirements of Section 422 of the Code.

“Option” means an NQO.

“Section 409A Authority” means Section 409A of the Code, the final Treasury regulations and any further guidance issued by the Internal Revenue Service thereunder.

OPTIONS

The Administrator may grant NQOs.

Except as set forth in the applicable Award Agreement, no Option shall be transferable by the Participant other than by will or the laws of descent and distribution, and all Options shall be exercisable, during the Participant’s lifetime, only by the Participant.

GENERAL PROVISIONS APPLICABLE TO AWARDS

The delivery of Shares shall be subject to compliance with (i) applicable federal and state laws and regulations, (ii) if the outstanding Shares are listed at the time on any stock exchange, the listing requirements of such exchange and (iii) the Company’s counsel’s approval of all other legal matters in connection with the issuance and delivery of the Shares. If the sale of the Shares has not been registered under the Securities Act, the Company may require, as a condition to delivery of the Shares, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act and may require that the certificates evidencing the Shares bear an appropriate legend restricting transfer.

The terms and provisions of a grant shall be set forth in an Award Agreement approved by the Administrator and delivered or made available to the Participant as soon as practicable following the Date of Grant.

The vesting, exercisability, payment and other restrictions applicable to a grant (which may include, without limitation, restrictions on transferability or provision for mandatory resale to the Company) shall be determined by the Administrator and set forth in the applicable Award Agreement. Notwithstanding the foregoing and except as provided in an applicable Award Agreement, the Administrator may accelerate (i) the vesting or payment of any grant , (ii) the lapse of restrictions on any grant; and (iii) the date on which any grant first becomes exercisable.

CERTAIN TAX MATTERS

The Administrator may require the Participant to remit to the Company an amount sufficient to satisfy applicable statutory federal, state and local withholding tax

With respect to any Participant subject to Section 16(a) of the Exchange Act, any retention of Shares by the Company to satisfy a tax obligation with respect to such Participant shall be made in compliance with any applicable requirements of Rule 16b-3(e) or any successor rule under the Exchange Act.

The Company may, to the extent permitted by law, deduct any tax obligations of a Participant from any payment of any kind otherwise due to the Participant.

ADJUSTMENTS

SETTLEMENT

GOVERNING LAW & JURISDICTION

OPTIONEE:

THE COMPANY:

Printed Name:

By:

Signature:

Name:

Date:

Title:

In connection with the issuance and acquisition of Shares under this Agreement, in the event that the shares have not been registered under the Securities Act of 1933, as amended at the on the date hereof, Participant shall deliver to the Company an Investment Representation Statement in the form to be provided by the Company.

Participant understands that the Shares it is purchasing are characterized as “restricted securities” under the US federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. In this connection, Participant represents that it is familiar with Securities and Exchange Rules 709 and 144 and understands the resale limitations imposed thereby. Participant understands that the Shares have not been and may not be registered for sale, or registered or qualified under any securities or “blue-sky” laws, by reason of their issuance in a transaction exempt from the registration and qualification requirements thereof. Participant understands that the Shares must be held indefinitely unless a subsequent disposition thereof is registered under any applicable securities laws or is exempt from registration and qualification.

Print Name

Definitions. Any capitalized term not specifically defined in this Agreement shall have the meaning assigned to it in the Plan.

Grant of Options. The Optionee is granted Options to purchase the number of Shares at the Exercise Price per Share set forth in this Agreement. The Options shall vest and become exercisable according to the vesting schedule set forth in the Plan or as otherwise stated in this Agreement.

Applicability of the Plan and Trust Agreement. The Options are granted to the Optionee in accordance with the Plan, which is hereby incorporated by reference and shall be deemed an integral part of this Agreement. This Agreement is subject to, and any interpretation of it will be made in accordance with, the provisions of applicable law (including, without limitation, Section 102, to the extent applicable), the Plan and, if applicable, the Trust Agreement (defined below). In the event of any contradiction between the provisions of this Agreement and the Plan, the provisions of this Agreement will prevail; but in the event of any contradiction between the provisions of this Agreement and applicable law or the Trust Agreement, the provisions of the latter will prevail.

Further Assurances. The Optionee hereby confirms that he or she shall execute any and all documents which the Company or the Trustee, if applicable, may reasonably determine to be necessary in order to comply with the provisions of applicable law (including, without limitation, Section 102, to the extent applicable) or the Company’s Articles of Association, including upon exercise of the Options.

Method of Exercise. Subject to the provision of the Plan, the Optionee may exercise all or part of any Options that have, at the time of such exercise, vested in accordance with the vesting schedule set forth in the Plan or as otherwise stated in this Agreement. The Options shall be exercisable by delivery of an exercise notice in the form attached hereto as Exhibit B (the “Exercise Notice”). The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the number of Shares to be purchased (for the portion requested). The Options shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

Withholding Taxes. With respect to any Options granted under the Section 102 Non Trustee Track, in the event of termination of the Optionee’s engagement with the Company or any of its Affiliates, the Optionee shall obtain, and maintain, in favour of the Company and/or its Affiliates security or guarantee for the payment of taxes due at the time of sale of Shares, all in accordance with the provisions of Section 102. With respect to any 3(i) Options, such Options may not be exercised unless, at the time the Optionee gives notice of exercise to the Company, the Optionee includes with such notice payment in cash or by bank check of all withholding taxes due, if any, on account of his or her acquired Shares under the Option or gives other assurance satisfactory to the Administrator of the payment of those withholding taxes.

Non-Assignability. No Options or Shares or any right with respect thereto, shall be assignable, transferable, pledged, mortgaged, seizure or given as collateral or any right with respect to them given to any third party whatsoever, except to the extent specifically allowed under the Plan and applicable law.

Proxy. Upon grant of the Options, the Optionee shall execute an irrevocable proxy in favour of the person or persons designated by the Board, in the form attached hereto as Exhibit C (the “Proxy”), with respect to any Shares issued upon exercise of the Options, and all such Shares shall be voted only in accordance with such Proxy and by the holder of such Proxy, instead of the Optionee. The Proxy shall become effective upon the exercise of any Options and shall remain in full force and effect until the consummation of the Company’s initial public offering (“IPO”). The Optionee confirms that the Options are granted on condition that the Optionee shall sign and deliver the Proxy to the Company simultaneously with Optionee’s execution of this Agreement, and unless and until the Optionee signs and delivers the Proxy to the Company, this Agreement shall have no force and effect.

Tax Consequences. Any tax consequences arising from the grant of any Options or the exercise of any Options or from the payment for Shares or from the sale of Shares or from any other event or act (whether of the Optionee or of the Company or its Affiliates or of the Trustee, if applicable)

Specific Provisions for Options with Trustee. The following provisions shall apply in respect of 102 Capital Gain Options or the 102 Ordinary Income Options;

The Options are granted to Optionee under Section 102 in accordance with the tax track designated in the table on the front page of this Agreement.

The Options granted to Optionee together with the Shares resulting from their exercise and any additional rights including bonus shares, which may be distributed to the Optionee in connection with the Options (“Additional Rights”), will be held by TAMIR FISHMAN TRUSTS 2004 LTD or its successor (the “Trustee”), pursuant to the trust agreement executed between the Company and the Trustee attached hereto as Exhibit D as such agreement may be amended or replaced from time to time at the Company’s discretion (the “Trust Agreement”). The Trustee will hold the Options, the Shares and the Additional Rights in accordance with the Trust Agreement, the Plan, Section 102 and other applicable law and may withhold any tax due to the Israeli Tax Authority. Without derogating from any undertaking of the Company towards the Trustee, it is hereby agreed that the Optionee will indemnify the Trustee for any payment made by it with respect to its action as a Trustee, as long as the Trustee acts in good faith.

The Shares issued upon the exercise of Options and any Additional Rights shall be issued to the Trustee and the Trustee will transfer same to Optionee upon demand subject to all applicable laws (including, without limitation, Section 102) and other restrictions specified in the Plan and the Trust Agreement. Notwithstanding the foregoing, in the event that such exercise occurs after the Holding Period (as such term is defined in the Plan), the Shares issued upon the exercise of the Options shall be transferred either to the Trustee or to the Optionee, directly, at the Optionee’s election, provided however that in the event the Optionee elects to receive the Shares directly to his or her possession, the transfer thereof shall be subject to the payment by the Optionee of the applicable taxes he or she may be liable to pay according to applicable law.

The Optionee shall not be entitled to sell or release from trust any Options and/or Shares received upon the exercise of the Options (or any other Additional Rights), until the lapse of the Holding Period required under Section 102. Notwithstanding the foregoing, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 and under any rules, regulation, orders or procedures promulgated thereunder, shall apply to and shall be borne by the Optionee.

The Optionee confirms that the Options are granted on condition that the Optionee shall sign and deliver to the Company, simultaneously with Optionee’s execution of this Agreement, the form of ‘Optionee Approval’ attached hereto as Exhibit E. Unless and until the Optionee signs and delivers to the Company the said ‘Optionee Approval’, this Agreement shall have no force and effect.

No Guarantee of Continued Engagement. The Optionee, by his or her signature below, hereby acknowledges and agrees that the grant of Options to the Optionee and the existence of a vesting schedule in relation to such Options, does not constitute an express or implied promise of continued employment or engagement with the Company and shall not interfere in any way with the right of termination of Optionee’s employment or engagement with the Company, with or without cause.

Opportunity to Review and Seek Advice. The Optionee, by his or her signature below, hereby confirms that he or she has had an adequate opportunity to review the above terms, including the Plan and the Trust Agreement, if applicable, and to seek advice of legal counsel.

Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

Governing Law: Severability. This Agreement is governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws.

Entire Agreement. This Agreement and its Exhibits constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof

The Optionee agrees that the terms of Section 102 shall apply regarding to the purchased Shares.

The Optionee is prohibited from selling or removing from the Trustee the Shares granted to him or her, prior to the end of Holding Period as defined in the Plan.

Print Name

Name of Optionee

Signature

Date

Sick leave by law or Company-approved sick leave;

Any statutory leave (such as military or maternity leave);

Disability leave by law or Company-approved short or long term disability leave; or

any other bona fide leave of absence approved by the Company, with such approval not to be unreasonably withheld.

PARTICIPANT:

SPOTINST LTD.:

Signature

Signature

Print Name / Title

Print Name / Title

Date

Date

Grant. The Company hereby grants to the Participant under the Plan an award of Restricted Share Units, subject to all of the terms and conditions in this Agreement and the Plan.

Company’s Obligation to Pay. Each Restricted Share Unit represents the right to receive a Share (or a cash amount equal to the Fair Market Value of a Share on the date it becomes vested if the Company elects to settle the Restricted Share Unit in cash) on the date it becomes vested. Unless and until the Restricted Share Units will have vested in the manner set forth in Sections 3 and 4, the Participant will have no right to payment of any such Restricted Share Units. Prior to actual payment of any vested Restricted Share Units, such Restricted Share Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

Vesting Schedule. Subject to Section 4, the Restricted Share Units awarded by this Agreement will vest in the Participant according to the vesting schedule set forth on the attached Restricted Share Unit Agreement, subject to the Participant’s continuous Service through each vesting date. For the purposes of this Agreement, Service shall not include any notice of termination period (e.g., garden leave, etc.) during which the Participant is not providing active Service to the Company or an Affiliate.

Forfeiture upon Termination of Continuous Service. Notwithstanding any contrary provision of this Agreement, if the Participant’s continuous Service terminates for any or no reason, the then-unvested Restricted Share Units awarded by this Agreement will thereupon be forfeited at no cost to the Company, and the Participant will have no further rights thereunder.

Payment after Vesting. Any Restricted Share Units that vest in accordance with Section 3 will be paid to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, provided that to the extent determined appropriate by the Company, any federal, state, foreign and local withholding taxes (including but not limited to income tax, payment on account and social insurance contributions) with respect to such Restricted Share Units will be paid by reducing the number of shares actually paid to the Participant (see Section 8). Subject to the provisions of Sections 2 and 5(b), vested Restricted Share Units will be paid in whole Shares as soon as practicable after vesting, but in each such case no later than the date that is two-and-one-half (2 ¹⁄₂) months from the later of (i) the end of the Company’s tax year that includes the vesting date, or (ii) the end of Participant’s tax year that includes the vesting date.

Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Share Units is accelerated in connection with Participant’s termination of continuous Service (provided that such termination is a “separation from service” within the meaning of Section 409A to the extent Section 409A is applicable, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of continuous Service and (y) the payment of such accelerated Restricted Share Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6)-month period following Participant’s termination of continuous Service, then the payment of such accelerated Restricted Share Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination of continuous Service, unless Participant dies following his or her termination, in which case, the Restricted Share Units will be paid in Shares in accordance with Section 6 as soon as practicable following his or her death. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Share Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

Payments after Death. Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to the Participant’s designated beneficiary or in accordance with applicable local laws, or if no beneficiary survives the Participant, administrator or executor of the Participant’s estate or other party entitled to the rights under applicable local laws. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

Transaction/Change in Control.

The Restricted Share Units shall immediately vest in full in the event of any Change in Control, except to the extent (i) the Restricted Share Units are assumed or exchanged by the purchaser or any affiliate or parent thereof, in connection with such Change in Control pursuant to the provisions of the Plan or (ii) such accelerated vesting is precluded by other limitations imposed in this Agreement.

The Administrator shall have the discretionary authority, exercisable at any time while the Restricted Share Units are unvested, to provide that this Award shall immediately vest upon a Change in Control or upon an event or events associated with such transactions.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such Shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Share Units, including the grant of the Restricted Share Units, the vesting of Restricted Share Units, the settlement of the Restricted Share Units in Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Withholding Taxes.

Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder (if any) unless and until certificates representing such Shares are issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant.

No Effect on Service. The Participant’s service with the Company and its subsidiaries is on an at-will basis only unless contrary to the terms of an employment agreement or applicable local law. Accordingly, the terms of the Participant’s service with the Company and its subsidiaries will be determined from time to time by the Company or the subsidiary employing or retaining the Participant (as the case may be), and the Company or the subsidiary, as applicable, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment or service of the Participant at any time for any reason whatsoever, with or without good cause subject to the terms of the Participant’s employment agreement or applicable local law.

Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at Ahad HaAm 9, Tel Aviv, Israel, or at such other address as the Company may hereafter designate in writing.

Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

Leave of Absence. The vesting of Restricted Share Units will not be suspended and will continue in accordance with the vesting schedule under this Agreement during Participant’s authorized leave of absence from the Company, or the parent or subsidiary employing Participant, subject to the remaining terms of this Agreement and the Plan.

Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

Additional Conditions to Issuance of Shares. If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state, foreign or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company

Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern unless the Plan specifically provides that the terms of the Agreement may control.

Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Share Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

Labor Law. By accepting this award of Restricted Share Units, the Participant acknowledges that: (a) the grant of this award of Restricted Share Units is a one-time benefit which does not create any contractual or other right to receive future grants of Restricted Share Units, or benefits in lieu of Restricted Share Units; (b) all determinations with respect to any future grants, including, but not limited to, the times when the Restricted Share Units shall be granted, the number of Shares issuable pursuant to each award of Restricted Share Units, the time or times when Restricted Share Units shall vest, will be at the sole discretion of the Company; (c) the Participant’s participation in the Plan is voluntary; (d) this award of Restricted Share Units is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; (e) this award of Restricted Share Units is not part of the Participant’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (f) the vesting of this award of Restricted Share Units ceases upon termination of Service for any reason except as may otherwise be explicitly provided in the Plan or this

Disclosure of Participant Information.

Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement by and among, as applicable, Participant’s employer, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

For Participants outside the U.S., Participant understands that Participant’s employer, the Company and its subsidiaries and affiliates, as applicable, hold certain personal information about Participant regarding Participant’s employment, the nature and amount of Participant’s compensation and the fact and conditions of Participant’s participation in the Plan, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, health, job title, any Shares or directorships held in the Company and its subsidiaries, details of all options, awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”). Participant understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. Participant understands that Participant may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative. Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of

Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without resort to that State’s conflict-of-laws rules.

Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with any applicable law or facilitate the administration of the Plan. Participant agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant acknowledges that the laws of the country in which Participant is working at the time of grant, vesting or the sale of Shares received pursuant to this award (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Participant to additional procedural or regulatory requirements that Participant is and will be solely responsible for and must fulfill.

Translations. If Participant has received this Agreement or any other document or communication related to the Plan or this grant in a language other than English and the meaning in the translation is different than in the English version, the terms expressed in the English version will govern.

Appendix B. Notwithstanding any provisions in this Agreement, the award shall be subject to any special terms and conditions set forth in any appendix to this Agreement (the “Appendix B”) for Participant’s country. The Appendix B constitutes part of this Agreement.