Exhibit 4.2

IPTRONICS, INC.

2013 RESTRICTED STOCK UNIT PLAN

1.                                       Purposes of the Plan.     The purposes of this 2013 Restricted Stock Unit Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees and Consultants of the Company and its Affiliates and to promote the success of the Company’s business. To accomplish the foregoing, the Plan provides that the Company may grant Restricted Stock Units (as defined below).

2.                                       Definitions.     As used herein, the following definitions shall apply:

“Administrator” means the Board or any of its Committees, as applicable, responsible for administering the Plan and appointed pursuant to Section 4 of the Plan.

“Affiliate” means any Parent or Subsidiary of the Company.

“Applicable Laws” means any legal requirements of all state, federal and foreign laws, including without limitation securities laws and the Code, in any event, relating to the administration of stock incentive plans such as the Plan.

“Award” means an award of Restricted Stock Units.

“Award Agreement” shall have the meaning set forth in Section 16 of the Plan.

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

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

“Committee” means a committee appointed by the Board in accordance with Section 4(a) of the Plan.

“Company” means IPtronics, Inc., a Delaware corporation, and its successors and assigns.

“Consultant” means any person, but not including a Non-Employee Director, who is engaged by the Company or any Affiliate to render services and is compensated for such services.

“Continuous Status as an Employee or Consultant” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be deemed interrupted in the event of the following: (i) sick leave; (ii) military leave; (iii) any other approved leave of absence, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless otherwise provided pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, Parent and Subsidiaries or their respective successors. For purposes of this Plan, a change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Status as an Employee or Consultant.  If an entity ceases to be a Subsidiary of the Company, an interruption of Continuous Status as an Employee or Consultant shall be deemed to have occurred with respect to each Employee or Consultant in respect of such Subsidiary who does not continue as an Employee or Consultant in respect of the Company, Parent or another Subsidiary of the Company that continues as such after giving effect to the transaction or other event giving rise to the change in status.  The Administrator shall be the sole judge of whether a Participant continues to render services for purposes of the Plan.

“Director” means a member of the Board.

“Employee” means any person, including Officers and Directors, employed by the Company or any Affiliate. The payment of compensation by the Company for service as a Director does not, alone, constitute “employment” of the Director by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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

(i)                                      If the Shares are listed on any established stock exchange or a national market system including without limitation the Nasdaq Global Market and Nasdaq Global Select Market, its Fair Market Value shall be the closing sales price for such stock as quoted on such exchange or such system on the date of determination (if for a given day no sales were reported, the closing sales price for a Share on the last preceding date for which such sales of Shares were reported), as such price is reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)                                   If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 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 in compliance with any applicable legal, tax (including, without limitation, Section 409A of the Code) and accounting requirements; provided, however, that as to Awards subject to laws other than the laws of the United States, the Administrator may adopt a different methodology for determining Fair Market Value with respect to one or more such Awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s).

“Non-Employee Director” means a Director who is not an Employee.

“Officer” means an officer of the Company or any Affiliate of the Company.

“Parent” means a “parent corporation” of the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

“Participant” means an Employee or Consultant who receives an Award under the Plan.

“Plan” means this 2013 Restricted Stock Unit Plan, as amended from time to time.

“Reporting Person” means an Officer, Director, or greater than ten percent stockholder of the Company (within the meaning of Rule 16a-2 under the Exchange Act) who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

“Restricted Stock Unit” means the right to receive in Shares or cash the Fair Market Value of a Share granted pursuant to Section 8 of the Plan.

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as may be amended from time to time, or any successor provision.

“Share” means a share of the Company’s Common Stock, as adjusted in accordance with Section 10 of the Plan.

“Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Shares are quoted at any given time.

“Subsidiary” means a “subsidiary corporation” of the Company (“Subsidiaries” meaning  more than one “subsidiary corporation”) whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

3.                                       Stock Subject to the Plan.

(a)                                  Share Limits; Shares Available.  The Shares may be authorized, but unissued, or reacquired Shares. The maximum aggregate number of Shares that may be issued under the Plan is 3,000,000 Shares.  The foregoing numerical limit is subject to adjustment as contemplated by Section 3(b) and Section 10.

(b)                                  Awards Settled in Cash; Reissue of Awards and Shares .  To the extent that an Award is settled in cash or a form other than Shares, the Shares that would have been delivered had there been no such cash or other settlement shall not be counted against the Shares available for issuance under the Plan.  Shares that are reacquired or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any Shares reacquired or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any Award, shall not be available for subsequent Awards under the Plan.  Shares that are subject to or underlie Awards that expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the Plan shall again be available for subsequent Awards under the Plan as if such Awards had never been granted.

4.                                       Administration of the Plan.

(a)                                  The Administrator .    The Plan shall be administered by and all Awards under the Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) (the “Committee”) to administer all or certain aspects of the Plan. Any such Committee shall be comprised solely of one or more Directors or such number of Directors as may be required under any Applicable Law. A Committee may delegate some or all of its authority to another committee so constituted. The Board or a Committee comprised solely of Directors may also delegate, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other Applicable Law, to one or more Officers of the Company or Parent, its powers under the Plan (a) to designate the Employees other than an Officer who is a Reporting Person who will receive grants of Awards under the Plan, and (b) to determine the number of Shares subject to, and the other terms and conditions of, such Awards. The Board may delegate different levels of authority to different Committees with administrative and grant authority under the Plan. Except as otherwise provided in the bylaws of the Company or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

With respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Code, the Plan shall be administered by a Committee consisting solely of two or more “outside directors” (within the meaning of Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any other Committee otherwise duly authorized and acting in the matter. Grants of and transactions in or involving Awards that are intended to be exempt under Rule 16b-3 must be duly and timely authorized by the Board or a Committee consisting solely of two or more non-employee directors (within the meaning of Rule 16b-3). To the extent required by any applicable Stock Exchange, the Plan shall be administered by a Committee composed entirely of “independent” directors (within the meaning of the applicable Stock Exchange rules).

(b)                                  Powers of the Administrator .    Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any Stock Exchange, the Administrator shall have the authority, in its discretion:

(i)                                      to determine the Fair Market Value of the Shares, in accordance with the definition of such term set forth above;

(ii)                                   to select the Consultants and Employees to whom Awards may from time to time be granted hereunder;

(iii)                                to determine whether and to what extent Awards are granted hereunder;

(iv)                               to determine the number of Shares, if any, to be covered by each Award granted hereunder;

(v)                                  to approve forms of agreements, not inconsistent with the terms of the Plan, for use under the Plan;

(vi)                               to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, including, but not limited to, the Share price and any restrictions or limitations, the vesting of any Award or the acceleration of vesting or waiver of forfeiture restrictions, and to determine the effect (which may include the suspension, delay, or extension of vesting dates) of a leave of absence, based in each case on such factors as the Administrator shall determine, in its sole discretion;

(vii)                            to determine whether and under what circumstances an Award may be settled in cash or other consideration (other than Shares);

(viii)                         to adjust the number of Shares subject to any Award, adjust the price of any or all outstanding Awards or otherwise change previously imposed terms and conditions with respect to any Award, in each case, in such circumstances as the Administrator may deem appropriate and subject to Sections 3 and 13 hereof;

(ix)                               to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; and

(x)                                  in order to fulfill the purposes of the Plan and without amending the Plan, to modify Awards to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in applicable local law, tax policies or customs.

(c)                                   Effect of Administrator’s Decision .    All decisions, determinations and interpretations of the Administrator shall be final and binding on all holders of any Award.

5.                                       Eligibility.

(a)                                  Recipients of Grants .    Awards may be granted to eligible Employees and Consultants.  An Employee or Consultant who has been granted an Award under the Plan may, if he or she is otherwise eligible, be granted additional Awards.

(b)                                  No Employment Rights .    The Plan shall not confer upon any Participant any right with respect to the continuation of such Participant’s employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate his or her employment or consulting relationship at any time, with or without cause.

6.                                       Term of Plan .    The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company as described in Section 17 of the Plan. It shall continue in effect until the tenth anniversary of the date approved by stockholders, unless sooner terminated pursuant to Section 13 of the Plan.

7.                                       Term of Awards .    The term of each Award shall be stated in the written agreement between the Company and Participant evidencing such Award.

8.                                       Restricted Stock Units.

(a)                                  General .    Restricted Stock Units may be issued either alone or in addition to other Awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in writing of the terms, conditions and restrictions related to the offer (which may include restrictions based on performance criteria, passage of time or other factors or a combination thereof), and the number of Restricted Stock Units that such person shall be entitled to receive. The offer shall be accepted by execution of an Award Agreement in the form determined by the Administrator.

(b)                                  Rights as a Stockholder .    A Participant who is awarded Restricted Stock Units shall possess no incidents of ownership with respect to the Shares represented by such Restricted Stock Units, unless and until the same are transferred to the recipient pursuant to the terms of the Restricted Stock Unit.

(c)                                   Termination of Employment .  Except as otherwise expressly provided in the Award Agreement, in the event of the termination of the Participant’s employment or service with the Company, Parent or any Subsidiary for any reason prior to the lapsing of the restrictions with respect to any Restricted Stock Units, such Restricted Stock Units held by the Participant shall be automatically forfeited by the Participant as of the date of termination.  Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any rights or interests in any Restricted Stock Units that are so forfeited.

(d)                                  Other Provisions .    The Award Agreement shall contain such other terms, provisions and conditions as the Administrator may determine in its sole discretion, consistent with the Plan. In addition, the provisions of the Restricted Stock Units Award Agreements need not be the same with respect to each Participant who is awarded Restricted Stock Units.

9.                                       Tax Withholding .    Upon any vesting or payment of an Award or upon any other tax withholding event or right in connection with the Award, the Company, Parent or Subsidiary shall have the right at its option to:

(a)                                  require the Participant (or the Participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of the minimum amount of any taxes which the Company, Parent or Subsidiary may be required to withhold with respect to such Award event or payment; or

(b)                                  deduct from any amount otherwise payable in cash to the Participant (or the Participant’s personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Company, Parent or Subsidiary may be required to withhold with respect to such Award event or payment.

In the event that any tax is required to be withheld in connection with the delivery of Shares under the Plan, the Administrator may in its sole discretion (subject to any Applicable Laws) (i) require or grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the Company reduce the number of Shares to be delivered by (or otherwise reacquire from the Participant) the appropriate number of Shares, valued in a consistent manner at their Fair Market Value or at their sales price in accordance with authorized procedures for cashless exercises, as necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment, or (ii) permit the Participant to surrender to the Company Shares which (A) in the case of Shares initially acquired from the Company, have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a Fair Market Value equal to the minimum amount required to be withheld, or (iii) have the Company withhold from proceeds of the sale of such Shares (either through a voluntary sale or through a mandatory sale arranged by the Company on the Participant’s behalf) the minimum amount required to be withheld.  For these purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld is to be determined pursuant to the Code or other Applicable Law (the “ Tax Date ”).

Any surrender by a Reporting Person of previously owned Shares in order to satisfy tax withholding obligations incurred in connection with an Award granted under the Plan must comply with the applicable provisions of Rule 16b-3.

All elections by a Participant to have Shares withheld to satisfy tax withholding obligations shall be made in a form acceptable to the Administrator and shall be subject to the following restrictions: (i)  the election must be made on or prior to the applicable Tax Date; (ii) once made, the election shall be irrevocable as to the particular Shares for which the election is made; and (iii) all elections shall be subject to the approval or disapproval of the Administrator.

10.                                Adjustments Upon Changes in Capitalization, Corporate Transactions.

(a)                                  Changes in Capitalization .    Subject to any required action by the stockholders of the Company, (i) the number and type of Shares (or other securities) covered by each outstanding Award, (ii) the number and type of Shares (or other securities) that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Award or otherwise, (iii) the maximum number of Shares for which Awards may be granted to any Employee under the Plan, (iv) the price per Share covered by each such outstanding Award, and/or (v) the securities, cash or other property deliverable upon exercise or payment of any outstanding Awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding Awards, shall be equitably and proportionately adjusted for any dividend of stock or other property (other than cash) by the Company, any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment(s) shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or of securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares (or other securities) subject to an Award.

It is intended that, if possible, any adjustments contemplated by the preceding paragraph be made in a manner that satisfies applicable legal, tax and accounting (so as not to trigger any charge to earnings with respect to such adjustment) requirements (including, without limitation, Section 409A of the Code and Section 162(m) of the Code).  Without limiting the generality of Section 4(c) hereof, any good faith determination by the Board as to whether an adjustment is required in the circumstances pursuant to this Section 10(a), and the extent and nature of any such adjustment, shall be final, conclusive and binding on all persons.

(b)                                  Corporate Transactions .    In the event of the proposed dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Administrator. Additionally, the Administrator may, in the exercise of its sole discretion in such instances, declare that any Award shall terminate as of a date fixed by the Administrator. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each Award shall be assumed or an equivalent Award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation.

11.                                Non -transferability of Awards .    An Award may not be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution; provided, however, that the Administrator may, in its discretion, grant Awards that are, or provide that one or more outstanding Awards are, transferable to a “family member” (as that term is defined in the United States Securities and Exchange Commission General Instructions to Form S-8 Registration Statement under the Securities Act of 1933, as amended) of the Participant through a gift or domestic relations order.  Any permitted transfer shall be subject to compliance with the Applicable Laws.  Except as otherwise provided by the Administrator, during the lifetime of the Participant, an Award may only be exercised or Shares may only be acquired pursuant to an Award by the Participant or a transferee of an Award as permitted by this Section 11.

12.                                Time of Granting of an Award .    The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator in compliance with applicable legal, tax and accounting requirements (including, without limitation, Section 409A of the Code).  Notice of the determination shall be given to each Employee or Consultant, as applicable, to whom an Award is so granted within a reasonable time after the date of such grant.

13.                                Amendment and Termination of the Plan.

(a)                                  Amendment and Termination .    Subject to 13(c) below, the Administrator may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time, provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if (i) such approval is necessary to comply with any tax, securities or regulatory laws or requirements, any other Applicable Laws, or any applicable Stock Exchange requirements with which the Administrator intends the Plan to comply or (ii) such amendment constitutes a “material amendment.”  For purposes of the Plan, a “material amendment” shall mean an amendment that (a) materially increases the benefits accruing to Participants under the Plan, (b) materially increases the number of securities that may be issued under the Plan, (c) materially modifies the requirements for participation in the Plan, or (d) is otherwise deemed a material amendment by the Administrator pursuant to any Applicable Laws or applicable accounting or Stock Exchange rules.

(b)                                  Amendments to Awards .    Without limiting any other express authority of the Administrator under (but subject to the express limits of) the Plan, the Administrator may, by agreement, resolution or written policy, waive conditions of or limitations on Awards that the Administrator has previously imposed in its sole discretion without the consent of the Participant, and (subject to the requirements of Section 4(b) and Section 13(c)) may make other changes to the terms and conditions of Awards.

(c)                                   Limitations on Amendments to Plan and Awards .    No amendment, suspension or termination of the Plan or change of or affecting any outstanding Award shall, without written consent of the Participant, affect in any manner materially adverse to such Participant any rights or benefits of such Participant or obligations of the Company under any Award granted under the Plan prior to the effective date of such change.  Changes, settlements and other actions contemplated by Section 10 hereof shall not be deemed to constitute changes or amendments for purposes of this Section 13(c).

14.                                Compliance with Laws .  The Plan, the granting and vesting of Awards under the Plan, the offer, issuance and delivery of shares of Shares, and/or the payment of money under the Plan or under Awards are subject to compliance with all applicable federal, state and foreign laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith.  The person acquiring any securities under the Plan will, if requested by the Company, Parent or a Subsidiary, provide such assurances and representations to the Company, Parent or Subsidiary as the Administrator may deem necessary or desirable to assure compliance with all Applicable Law and accounting rules or requirements.

15.                                Reservation of Shares .    During the term of this Plan (as set forth in Section 6 hereof), the Company will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 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 has not been obtained.

16.                                Award Agreements .     Each Award granted under the Plan shall be evidenced by either (i) a written Award agreement in a form approved and executed by the Company by an officer duly authorized to act on its behalf, or (2) an electronic notice of Award grant in a form approved and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under the Plan generally (in each case, an “Award Agreement”), as the Company may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the Participant in such form and manner as the Administrator may require.  The Administrator may authorize any Officer of the Company (other than the particular Participant) to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of the Plan.

17.                                Stockholder Approval .    Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date of the Board’s adoption of the Plan. Such stockholder approval shall be obtained in the manner and to the degree required under applicable federal, foreign and state law and the rules of any Stock Exchange upon which the Shares are listed.

18.                                Unfunded Status of Plan .    The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a participant by the Company, nothing contained herein shall give any such participant any rights that are greater than those of a general creditor of the Company.

19.                                Governing Law .    The Plan and all determinations made and actions taken pursuant hereto shall be governed by and construed in accordance with the laws of Delaware, without giving effect to the conflict of laws principles thereof.

Exhibit 4.3

IPTRONICS, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of                             , 2013 (the “Date of Grant”), is made by and between IPtronics, Inc., a Delaware corporation (the “Company”), and                                        (the “Grantee”).

WHEREAS, the Company has adopted the IPtronics, Inc. 2013 Restricted Stock Unit Plan, as amended (the “Plan”), pursuant to which the Company may grant Restricted Stock Units;

WHEREAS, the Company desires to grant to the Grantee the number of Restricted Stock Units provided for herein;

NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows:

Section 1.               Grant of Restricted Stock Unit Award

(a)                                  Grant of Restricted Stock Units. The Company hereby grants to the Grantee                        Restricted Stock Units (the “Award”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

(b)                                   Incorporation of Plan; Capitalized Terms. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Administrator shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.

Section 2.               Terms and Conditions of Award

The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

(a)                                  Limitations on Rights Associated with Units. The Restricted Stock Units are bookkeeping entries only. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units.

(b)                                  Restrictions. Restricted Stock Units and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. Any attempt to dispose of any Restricted Stock Units in contravention of the above restriction shall be null and void and without effect.  If Mellanox Technologies, Ltd does not acquire the majority of the shares in IPtronics A/S, the Award shall be forfeited immediately and without payment of compensation to the Grantee.

(c)                                   Lapse of Restrictions. Except as may be otherwise provided herein, the Restricted Stock Units subject to the Award shall become vested and non-forfeitable with respect to [INSERT VESTING SCHEDULE], subject to Grantee’s continued employment with the Company or its successor through each such date.  In the event of Grantee’s death, Restricted Stock Units that have not yet vested shall be forfeited immediately upon such death.

(d)                                  Timing and Manner of Payment of Restricted Stock Units. As soon as practicable after the date any Restricted Stock Units subject to the Award become vested and non-forfeitable (and in any event, not later than March 15 of the year following the year in which the vesting occurs) (the “Payment Date”), such Restricted Stock Units shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of Restricted Stock Units that become vested and non-forfeitable upon that Payment Date. The Company shall issue the Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s last address reflected in the books and records of the Company and its affiliates unless the Company is otherwise instructed in writing by Grantee or his heirs or permissible assigns. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the Restricted Stock Units unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any Stock Exchange.

(e)                                   Termination of Employment. In the event of the termination of Grantee’s employment or service with the Company, Parent or Subsidiary prior to the lapsing of the restrictions in accordance with Section 2(c) hereof with respect to any of the Restricted Stock Units granted hereunder , such portion of the Restricted Stock Units held by Grantee shall be automatically forfeited by the Grantee as of the date of termination.  Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any rights or interests in any Restricted Stock Units that are so forfeited.

(f)                                    Corporate Transactions. The following provisions shall apply to the corporate transactions described below:

(i)            In the event of a proposed dissolution or liquidation of the Company, the Award will terminate and be forfeited immediately prior to the consummation of such proposed transaction, unless otherwise provided by the Administrator.

(ii)           In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Award shall be assumed or substituted with an equivalent award by such successor corporation, parent or subsidiary of such successor corporation; provided that the Administrator may determine, in the exercise of its sole discretion in connection with a transaction that constitutes a permissible distribution event under Section 409A(a)(2)(v) of the Code, as applicable, that in lieu of such assumption or substitution, the Award shall be vested and non-forfeitable and any conditions or restrictions on the Award shall lapse, as to all or any part of the Award, including Restricted Stock Units as to which the Award would not otherwise be non-forfeitable.

(g)                                   Income Taxes. Except as provided in the next sentence, the Company shall withhold and/or reacquire a number of Shares issued in payment of (or otherwise issuable in payment of, as the case may be) the Restricted Stock Units having a Fair Market Value equal to all federal, state, local and foreign taxes that the Company determines it or the Grantee’s employer (the “Employer”) is required to withhold under applicable tax laws with respect to the Restricted Stock Units (with such withholding obligation determined based on any applicable minimum statutory withholding rates). In the event the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such tax withholding obligation in such method, the Company may satisfy such withholding by any one or combination of the following methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by deducting such amount out of any other compensation otherwise payable to the Grantee; and/or (iii) by allowing the Grantee to surrender Shares of the Company which (a) either have been owned by the Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (b) have a Fair Market Value on the date of surrender equal to the amount required to be withheld. For these purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld is to be determined.

Section 3.               Miscellaneous

(a)                                  Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to the Board of Directors of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address appearing in the books and records of the Company or to the Grantee’s residence or to such other address as may be designated in writing by the Grantee or his heirs or permissible assigns.

(b)                                  No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company, a Parent, a Subsidiary or an affiliate or shall interfere with or restrict in any way the right of the Company, Parent, Subsidiary or an affiliate, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause and with or without advance notice.

(c)                                   Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of both the Plan and this Agreement.  In the event there is a contradiction between the terms of the Plan and this Agreement, the terms of the Plan shall control.

(d)                                  Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.

(e)                                   Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

(f)                                    No Advice Regarding Grant.   The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares.  Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.  Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  Grantee understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.  Grantee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

(g)                                   Data Privacy.  Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other Award documentation by and among, as applicable, the Employer, the Company, its Parent or any Subsidiary for the exclusive purpose of implementing, administering and managing Grantee’s participation in the Plan.

Grantee understands that the Company and the Employer may hold certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

Grantee understands that Data will be transferred to a Company—designated Plan broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than Grantee’s country. Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s local human resources representative. Grantee authorizes the Company, its Plan broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Grantee’s participation in the Plan. Grantee understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s local human resources representative. Grantee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee understands that he or she may contact the Company’s local human resources representative.

(h)                                  Compliance with Laws and Regulations.   The issuance and transfer of the Shares will be subject to and conditioned upon compliance by the Company and Grantee with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s common stock may be listed or quoted at the time of such issuance or transfer.  The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (i) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (ii) the completion of any registration or other qualification of the shares under any state, federal, or local law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Company shall, in its sole and absolute discretion, deem necessary and advisable, (iii) the obtaining of any approval or other clearance from any governmental agency that the Company shall, in its absolute discretion, determine to be necessary or advisable, and (iv) the lapse of any such reasonable period of time following the date the Restricted Stock Units vest as the Company may from time to time establish for reasons of administrative convenience.

(i)                                      Nature of Grant.  In accepting the Restricted Stock Units, Grantee acknowledges that: (i) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been granted repeatedly in the past; (ii) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the sole discretion of the Company; (iii) Grantee’s participation in the Plan is voluntary; (iv) Restricted Stock Units are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary, and that are outside the scope of Grantee’s employment or service contract, if any; (v) Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (vi) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (vii) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or any diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock Units vest resulting from termination of employment or service by the Company or any Subsidiary, and Grantee irrevocably releases the Company and/or the Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (viii) the Plan is established voluntarily by the Company.

(j)                                     Language. If Grantee has received the Agreement or any other Award documentation translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(k)                                  Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(l)                                      Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by Grantee and a duly authorized officer of the Company.

(m)                              Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

(n)                                  Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of Delaware. If any provision of the Agreement is determined by a court of law to be illegal or unenforceable, in whole or in part, that provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

(o)                                  Compliance in Form and Operation. This Agreement, the Restricted Stock Units and payments made pursuant to this Agreement are intended to comply with or qualify for an exemption from Section 409A of the Code and the Treasury Regulations thereunder (“Section 409A”) and shall be interpreted in a manner consistent with that intention.  Notwithstanding any other provision of this Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan and/or this Agreement to ensure that all Restricted Stock Units are awarded in a manner that qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units will comply with or be exempt from Section 409A and makes no undertaking to preclude Section 409A from applying to this Restricted Stock Unit award.

(p)                                  Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(q)                                  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

APPENDIX A

ADDITIONAL TERMS AND CONDITIONS OF THE

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR DANISH EMPLOYEES

1.                                  Exchange Control Information .  If Grantee establishes an account holding Shares or an account holding cash outside Denmark, Grantee must report the account to the Danish Tax Administration.  The form which should be used in this respect can be obtained from a local bank.  (These obligations are separate from and in addition to the obligations described in Section 2 below.)

2.                                  Securities/Tax Reporting Information .  If Grantee holds Shares acquired under the Plan in a brokerage account with a broker or bank outside Denmark, Grantee is required to inform the Danish Tax Administration about the account.  For this purpose, Grantee must file a Form V ( Erklaering V ) with the Danish Tax Administration.  The Form V must be signed both by Grantee and by the applicable broker or bank where the account is held.  By signing the Form V, the broker or bank undertakes to forward information to the Danish Tax Administration concerning the shares in the account without further request each year.  By signing the Form V, Grantee authorizes the Danish Tax Administration to examine the account.

In addition, if Grantee opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, Grantee is also required to inform the Danish Tax Administration about this account.  To do so, Grantee must file a Form K ( Erklaering K ) with the Danish Tax Administration.  The Form K must be signed both by Grantee and by the applicable broker or bank where the account is held.  By signing the Form K, the broker/bank undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the content of the account.  By signing the Form K, Grantee authorizes the Danish Tax Administration to examine the account.

3.                                  Danish Act on Exercise of Options or Subscription Rights for Shares etc. in Employment Relationship .   If Grantee is an Employee but not a managing director of a Danish Subsidiary of the Company, then this Agreement shall be subject to the provisions of the Danish Act on Exercise of Options or Subscription Rights for Shares etc. in Employment Relationship (the “Act”). For the avoidance of doubt, this Section 3 shall not apply if Grantee is not an Employee or not covered by the Act for any reason.

(a)                                  Termination of Service . Pursuant to the Act, in the event Grantee ceases to be an Employee, member of the Board or consultant of the Company for any reason other than if Grantee is a Good Leaver (as defined below) prior to the vesting of all of the Restricted Stock Units, any Restricted Stock Units that have not been settled will terminate automatically and be forfeited without further notice and at no cost to the Company.  Pursuant to the Act, in the event Grantee ceases to be an Employee, member of the Board or consultant of the Company and if Grantee is a Good Leaver prior to the vesting of all of the Restricted Stock Units, Grantee retains the right to the Restricted Stock Units that have not been settled irrespective of vesting. Provided, further, Grantee retains the right, in proportion Grantee’s employment period with the Company, to a pro-rata share of granted Restricted Stock Units to which Grantee would have been entitled according to agreement or custom if Grantee had still been employed at the time of expiration of the financial year or at the time of such granting.

(b)                                  Good Leaver . Pursuant to the Act, for purposes of this Agreement, Grantee, who is an Employee but not a managing director, is considered a “Good Leaver” in the following situations:

(i)                                      if Grantee’s employer terminates Grantee’s employment and such termination is not due to Grantee’s being in breach of contract or due to Grantee having been summarily dismissed in a legitimate way;

(ii)                                   if Grantee resigns because of reaching the age applicable to retirement or because Grantee will be entitled to state pension or retirement pension; or

(iii)                                if Grantee terminates Grantee’s employment due to gross negligence on the part of the Danish employer company.

(c)                                   Employer Statement . Grantee acknowledges that he or she received an “employer statement” in Danish which sets forth the terms of his or her Restricted Stock Units under the Act.

APPENDIX B

SPECIAL PROVISIONS FOR RESTRICTED STOCK UNITS

GRANTED TO PARTICIPANTS IN THE UNITED KINGDOM

1.                                       The following provision is inserted immediately after the last sentence of Section 1(b) of the Agreement:

This Agreement forms the rules of the employee share scheme applicable to the United Kingdom based employees of the Company and any Subsidiaries. All awards granted to employees of the Company or any Subsidiaries who are based in the United Kingdom will be granted on similar terms. This Agreement incorporates the terms of the Plan with the exception that in the United Kingdom only employees of the Company or any Subsidiaries are eligible to be granted Restricted Stock Units. Other service providers who are not employees are not eligible to receive Restricted Stock Units in the United Kingdom.

2.                                       The following provision replaces Section 2(g) of the Agreement in its entirety:

(g)                                   Income Taxes. Except as provided in the next sentence, the Company shall withhold and/or reacquire a number of Shares issued in payment of (or otherwise issuable in payment of, as the case may be) the Restricted Stock Units having a Fair Market Value equal to all federal, state, local and foreign taxes, including employee’s and, at the discretion of the Company, employer’s national insurance contributions and other social security contributions, that the Company determines it or the Grantee’s employer (the “ Employer ”) is required or entitled to withhold under applicable tax laws with respect to the Restricted Stock Units (with such withholding obligation determined based on any applicable minimum statutory withholding rates). In the event the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such tax withholding obligation in such method, the Company may satisfy such withholding by any one or combination of the following methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by deducting such amount out of any other compensation otherwise payable to the Grantee; and/or (iii) by allowing the Grantee to surrender Shares of the Company which (a) either have been owned by the Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (b) have a Fair Market Value on the date of surrender equal to the amount required to be withheld. For these purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld is to be determined.

3.                                       The following provision is inserted as Section 2(h) of the Agreement:

(h)                                  Tax Indemnity . The Grantee agrees to indemnify and keep indemnified the Company, any Subsidiary, any parent and his/her employing company, if different, from and against any liability for or obligation to pay any liability for income tax, employee’s National Insurance contributions and (at the discretion of the Company) employer’s National Insurance Contributions (or other similar obligations to pay tax and social security wherever in the world arising) that is attributable to (1) the acquisition by the Grantee of the Shares, or (2) the disposal of any Shares.

4.                                       The following provision replaces the last paragraph of Section 3(g) of the Agreement in its entirety:

Grantee understands that Data will be transferred to a Company—designated Plan broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  Grantee understands that the recipients of the Data may be located in the United States or elsewhere outside the European Union, and that the recipients’ country may have different data privacy laws and protections than Grantee’s country.  Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s local human resources representative.  Grantee authorizes the Company, its Plan broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Grantee’s participation in the Plan.  Grantee understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan.  Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s local human resources representative. Grantee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan.  For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee understands that he or she may contact the Company’s local human resources representative.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the          day of                       , 2013.

GRANTEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF SUCH EMPLOYMENT OR CONSULTANCY WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Grantee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Grantee hereby accepts this Agreement subject to all of the terms and provisions hereof. Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.  Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.  Grantee further agrees to notify the Company upon any change in the residence address indicated below.