Common use of Trust Arrangement Clause in Contracts

Trust Arrangement. The RSUs are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli Subplan, the Agreement and the Trust Agreement. The RSUs are intended to be 102 Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatment. Certain events may affect the status of the RSUs and the shares of Common Stock subject to the RSUs as qualified under Section 102 and the RSUs and the shares of Common Stock subject to the RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the 102 Capital Gains Track status of the RSUs and the shares of Common Stock subject to the RSUs. The Participant agrees that, upon request of the Company or the Employer, the Participant will execute the 102 Capital Gains Track Grant acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing the Agreement in writing). If the Participant does not comply with any such request, the qualified status of the RSUs and the shares of Common Stock under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: By accepting the RSUs, the Participant (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Plan, the Israeli Subplan, and the Agreement; (b) accepts the RSUs subject to all of the terms and conditions of Plan, the Israeli Subplan, and the Agreement; and (c) agrees that the RSUs, the shares of Common Stock and any rights issued pursuant to the RSUs and the shares of Common Stock (other than cash dividends) will be issued to and registered in the name of or under the supervision of the Trustee and shall be held in trust for the Participant’s benefit for the Required Holding Period and as otherwise required by the ITO, the Rules and any ruling or approval of the ITA pursuant to the terms of the ITO, the Rules and the Trust Agreement. Furthermore, by accepting the RSUs, the Participant confirms that the Participant is familiar with the terms and provisions of Section 102, particularly the 102 Capital Gains Track described in subsection (b)(2) and (b)(3) thereof, and agrees that the Participant will not require the Trustee to release the RSUs or the shares of Common Stock to the Participant, or to sell the RSUs or the shares of Common Stock to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO or the Rules. The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all RSUs and shares of Common Stock held or administered by such Trustee at such time to its successor and the provisions of the Agreement shall apply to the new Trustee.

Trust Arrangement. The RSUs are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli Subplan, the Agreement and the Trust Agreement5.1. The RSUs are intended to be 102 Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatment. Certain events may affect the status of the RSUs and the shares of Common Stock subject to the RSUs as qualified under Section 102 and the RSUs and the shares of Common Stock subject to the RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the 102 Capital Gains Track status of the RSUs and the shares of Common Stock subject to the RSUs. The Participant agrees that, upon request of the Company or the Employer, the Participant will execute the 102 Capital Gains Track Grant acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company Founder and the Trustee (which may include executing shall, each to the Agreement in writing). If extent of its power and control, procure that the Participant does not comply with any such requestHolding Entity Securities and, subject to Clauses 3 and 4, the qualified status of the RSUs and the shares of Common Stock under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: By accepting the RSUsFounder Owned Securities are at all times solely owned, the Participant (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Plandirectly or indirectly, the Israeli Subplan, and the Agreement; (b) accepts the RSUs subject to all of the terms and conditions of Plan, the Israeli Subplan, and the Agreement; and (c) agrees that the RSUs, the shares of Common Stock and any rights issued pursuant to the RSUs and the shares of Common Stock (other than cash dividends) will be issued to and registered in the name of or under the supervision of by the Trustee and shall be held in on trust for the Participant’s benefit for Beneficiaries (which shall include the Required Holding Period and as otherwise required by the ITO, the Rules and any ruling or approval of the ITA Founder) pursuant to the terms of the ITOSettlement; which obligation shall include, without limitation, not revoking or amending the terms of the Settlement. 5.2. Notwithstanding Clause 5.1: (a) the Settlement may be revoked or otherwise terminated (by the Founder or otherwise) so long as the Holding Entity Securities and the Founder Owned Securities immediately revest solely in the Founder; (b) neither the Founder nor the Trustee may appoint any new trustee in respect of the Settlement; provided that, the Rules Founder or the Trustee may appoint any new trustee at any time, if (i) the new trustee agrees to sign this Deed and agrees to be bound by the Trust Agreementrights and obligations of the Trustee herein; and (ii) the assets subject to such new trust shall include all of the Founder Owned Securities and Holding Entity Securities; and (iii) the terms of such new trust are substantially the same as those of the Settlement with respect to the disposition and voting of Founder Owned Securities and Holding Entity Securities. Furthermore, Trustee and Founder will notify Investor in advance of any such transfer and appointment of a new trust(ee) and shall respond to reasonable requests by accepting the RSUs, the Participant confirms that the Participant is familiar with Investor for information related thereto; and (c) the terms and conditions of the Settlement or any of the trusts, powers or provisions contained therein may be amended by the Founder (in his capacity as Settlor or Protector) or the Trustee so long as the Founder Owned Securities referred to in paragraph (i) of Section 102Part A of Schedule 2 and Holding Entity Securities remain part of the Trust Fund and subject to the terms of the Settlement and the Founder retains the exclusive power and right to: (i) terminate the Settlement and have title to the Founder Owned Securities and Holding Entity Securities revest in the Founder, particularly and to (ii) vary or amend the 102 Capital Gains Track described terms of the Settlement or any of the trusts, powers and provisions contained therein. 5.3. The Founder shall not cause or initiate any action to be taken in subsection respect of the Settlement or any of the Holding Entity Securities or Founder Owned Securities which results in (b)(2i) the Founder, and (b)(3ii) thereofprior to revocation or termination of the Settlement pursuant to Clause 5.2(a), the Trustee, ceasing to have sole and agrees that exclusive direct or indirect control over the Participant will not require Holding Entity Securities and, subject to Clauses 3 and 4, the Trustee to release the RSUs or the shares of Common Stock to the Participant, or to sell the RSUs or the shares of Common Stock to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO or the RulesFounder Owned Securities. The Company may in its sole discretion replace Founder will promptly notify the Trustee from time Investor of any notice of revocation of the Settlement or any actions that he takes or instructs others to time and instruct the transfer take that contradict with any of all RSUs and shares of Common Stock held or administered by such Trustee at such time to its successor and the provisions of the Agreement this Deed, including without limitation, any action to cause or initiate a Transfer of any Holding Entity Securities or any interests therein. 5.4. The Trustee shall apply to the new Trusteeextent of its power and control procure that the Founder is not removed as the sole director of Winner Crown, other than upon the incapacitation of the Founder.

Trust Arrangement. The RSUs are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli Subplan, the Agreement and the Trust Agreement. The RSUs are intended to be 102 Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatment. Certain events may affect the status of the RSUs and the shares of Common Stock subject to the RSUs as qualified under Section 102 and the RSUs and the shares of Common Stock subject to the RSUs may be disqualified in the future. The Company does not make any undertaking or representation to maintain the 102 Capital Gains Track status of the RSUs and the shares of Common Stock subject to the RSUs. The Participant agrees that, upon request of the Company or the Employer, the Participant will execute the 102 Capital Gains Track Grant acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing the Agreement in writing). If the Participant does not comply with any such request, the qualified status of the RSUs and the shares of Common Stock under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: By accepting the RSUs, the Participant (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Plan, the Israeli Subplan, and the Agreement; (b) accepts the RSUs subject to all of the terms and conditions of Plan, the Israeli Subplan, and the Agreement; and (c) agrees that the RSUs, the shares of Common Stock and any rights issued pursuant to the RSUs and the shares of Common Stock (other than cash dividends) will be issued to and registered in the name of or under the supervision of the Trustee and shall be held in trust for the Participant’s benefit for the Required Holding Period and as otherwise required by the ITO, the Rules and any ruling or approval of the ITA pursuant to the terms of the ITO, the Rules and the Trust Agreement. Furthermore, by accepting the RSUs, the Participant confirms that the Participant is familiar with the terms and provisions of Section 102, particularly the 102 Capital Gains Track described in subsection (b)(2) and (b)(3) thereof, and agrees that the Participant will not require the Trustee to release the RSUs or the shares of Common Stock to the Participant, or to sell the RSUs or the shares of Common Stock to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO or the Rules. The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all RSUs and shares of Common Stock held or administered by such Trustee at such time to its successor and the provisions of the Agreement shall apply to the new Trustee. Taxes. This provision supplements Section 8 of the Agreement: 406810393-v2\NA_DMS In the event the RSUs vest and shares of Common Stock are to be issued to the Participant after the expiration of the Required Holding Period, the shares of Common Stock issued upon vesting shall either be (a) issued to and registered in the name of or under the supervision of the Trustee to be held in trust for the Participant’s benefit, or (b) transferred to the Participant directly upon the Participant’s request, provided that the Participant first complies with the Participant’s obligations with respect to Tax-Related Items. In the event that the Participant elects to have the shares of Common Stock transferred to the Participant without selling such shares of Common Stock, the Participant shall become liable to pay Tax-Related Items immediately in accordance with the provisions of the ITO and Section 8 of the Agreement, as supplemented by this provision.

Trust Arrangement. The RSUs Restricted Stock Units are offered to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli SubplanSub-Plan, this Award Agreement, the Agreement Notice of Grant and the Trust Agreement. The RSUs Restricted Stock Units are intended to be a 102 Capital Gain Track Award and qualify for Capital Gains Track Grants and qualify for 102 Capital Gains Track tax treatmenttreatment under Section 102. Certain events may affect the status of the RSUs Restricted Stock Units and the shares of Common Stock Shares subject to the RSUs Restricted Stock Units as qualified under Section 102 and the RSUs Restricted Stock Units and the shares of Common Stock Shares subject to the RSUs Restricted Stock Units may be disqualified in the future. The Company does not make any undertaking or representation to maintain the Section 102 Capital Gains Track status of the RSUs Restricted Stock Units and the shares of Common Stock Shares subject to the RSUsRestricted Stock Units. The Participant agrees that, upon request of the Company or the EmployerParticipant’s employer, the Participant will execute the 102 Capital Gains Track Grant Award acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing this Award Agreement and the Agreement Notice of Grant in writing). If the Participant does not comply with any such request, the qualified status of the RSUs Restricted Stock Units and the shares of Common Stock Shares under Section 102 may not apply. Nature of Grant. This provision supplements Section 20 of the Agreement: By accepting the RSUsRestricted Stock Units, the Participant (ai) acknowledges receipt of and represents that the Participant he or she has read and is are familiar with the Plan, the Israeli SubplanSub-Plan, Trust Agreement and the this Award Agreement; (bii) accepts accept the RSUs Restricted Stock Units subject to all of the terms and conditions of the Plan, the Israeli SubplanSub-Plan, Trust Agreement and the this Award Agreement; and (ciii) agrees agree that the RSUsRestricted Stock Units, the shares of Common Stock Shares and any rights issued pursuant to the RSUs Restricted Stock Units and the shares of Common Stock (other than cash dividends) Shares will be issued to and registered in the name of or under the supervision of deposited with the Trustee and shall be held in trust for the Participant’s benefit for the Required Holding Period and as otherwise required by the ITOOrdinance, the Rules and any ruling or approval of the ITA pursuant to the terms of the ITOOrdinance, the Rules and the Trust Agreement. Furthermore, by accepting the RSUsRestricted Stock Units, the Participant confirms that the Participant he or she is familiar with the terms and provisions of Section 102, particularly the Section 102 Capital Gains Track described in subsection (b)(2) and (b)(3) thereof, and agrees that the Participant he or she will not require the Trustee to release the RSUs Restricted Stock Units or the shares of Common Stock Shares to the Participant, or to sell the RSUs Restricted Stock Units or the shares of Common Stock Shares to a third party, during the Required Holding Period, unless permitted to do so by the Company and the ITO Ordinance or the Rules. The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all RSUs Restricted Stock Units and shares of Common Stock Shares held or administered by such Trustee at such time to its successor and the provisions of the this Agreement shall apply to the new Trustee. I have read and understood this Award Agreement, Notice of Grant, Plan and the Israeli Sub-Plan. I understand that the Restricted Stock Units, rights and the Shares granted to me under this Award Agreement are subject to the terms and provisions of Section 102 of the Ordinance and its related Rules and I hereby accept such rights, Restricted Stock Units and Shares subject to such terms and provisions. I acknowledge that my holding, sale and transfer of the Shares and/or any additional rights is therefore subject to various restrictions and limitations that are imposed by such section and its related rules, of which I am aware and with which I agree to comply.