Exhibit 4.1

**Confidential portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission (the “Commission”)**

AMENDED AND RESTATED

LICENSE AGREEMENT

This Amended and Restated License Agreement (“ Agreement ”) is made in Jerusalem on this 2 ^nd day of April 2015 (the “ Effective Date ”), by and between:

YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD. , of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“ Yissum ”) of the first part; and

NANO DIMENSION TECHNOLOGIES LTD. (formerly, Hyrax Technologies Ltd.) of Golda Meir 3, Park HaMada, Nes Tziona (the “ Company ”), of the second part;

(each of Yissum and the Company, a “ Party ”, and collectively the “ Parties ”)

NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:

after deduction of: (i) customary trade, quantity and/or cash discounts to the extent actually taken by third parties; (ii) amounts actually repaid or credited by reason of rejection or return of any previously sold or otherwise transferred Products; (iii) cost of packages, cartridges, vials, casing and similar containers included as part of the Product, as well as systems and devices ded in the Product; (iv) customer freight charges that are paid by or on behalf of the Company, an Affiliate or a Sublicensee; (v) sales taxes, including VAT or similar taxes, custom duties or other similar governmental charges levied directly on the production, sale, transportation, delivery or use of a Product that are paid by or on behalf of the Company, an Affiliate or a Sublicensee; provided that such deductions shall be directly related to the sale of Products that were awarded within the regular running of the business of the Company.

In the event a Product is sold by the Company, an Affiliate or a Sublicensee in the form of a Combination Product, Net Sales from such Combination Product shall be determined by multiplying the actual Net Sales of such Combination Product during the applicable royalty reporting period, by the fraction A/(A+B), where: A is the average sale price of the Product that is contained in the Combination Product when sold separately; and B is the average price of the Additional Element(s) included in the Combination Product when sold separately, in each case during the applicable royalty reporting period or, if sales of both the Product and/or the Additional Element(s) did not occur in such period, then in the most recent royalty reporting period in which sales of both occurred. In the event that such average sale price cannot be determined for both the Product and the Additional Element(s) included in the Combination Product, Net Sales for the purpose of determining royalties shall be calculated by multiplying the Net Sales of the Combination Products by the fraction of C/C+D where C is the fair market value of the Product and D is the fair market value the Additional Element(s) included in the Combination Product. In such event, the Parties shall negotiate in good faith to arrive at a determination of the respective fair market values of the Product and the Additional Element(s) included in the Combination Product

In the event of sales or deductions not made at “arms-length”, then for the purpose of calculation of Royalties (as defined below) to Yissum, Net Sales shall be calculated in accordance with arms-length prices for sale of Products to an independent third party purchaser and arms-length deductions, to be determined by the current market conditions, or in the absence of such conditions, according to the assessment of a independent appraiser to be selected by the Parties.

With respect to sales by the Company to any Affiliate or Sublicensee, the term “Net Sales” shall mean the amount received by such Affiliate or Sublicensee on resale to an independent third party after deduction of the items specified above, to the extent applicable.

The License shall expire, if not earlier terminated pursuant to the provisions of this Agreement, on a country-by-country basis, upon the later of: (i) the date of expiration in such country of the last Valid Claim to expire; (ii) the date of expiration of any exclusivity on the Product granted by a regulatory or government body in such country; or (iii) the end of a period of fifteen (15) years from the date of the First Commercial Sale in such country. Should the periods referred to in Subsections (i) or (ii) expire in a particular country prior to the period referred to in Subsection (iii), above, the license in that country or those countries shall be deemed a license to the Know-How during such post-expiration period.

Upon the expiration of the later of the periods set forth in Subsections (i) through (iii) above (and provided that the License has not been terminated prior thereto), the Company shall have a fully-paid non-exclusive license to the Know-How, and the Company shall have an irrevocable option to obtain an exclusive license to the Know-How by agreeing to pay Yissum fifty percent (50%) of the consideration set forth in Section 7.3 and 7.6 below, in respect of Net Sales and Sublicense Consideration received during the period of such license which shall continue for a period of two (2) years after termination of the later of the periods as referred to above and shall be renewed automatically for additional successive two (2) year periods, unless the Company notifies the other Party in writing prior to the end of the then current two (2) year period that it does not wish the license to be renewed as aforesaid.

The Company's failure to cure such failure within such one hundred and eighty (180) day period to Yissum's reasonable satisfaction shall result in the immediate imposition of an Annual PCB License Maintenance Fee beginning at $ [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] % up to a maximum of $ [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, below.

In consideration for the grant of the License, the Company shall pay Yissum the following consideration during the term of the License as set forth in Section 4 above:

[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]

The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective.

For Yissum Ref. 2955 : the United States, China, South Korea, the United Kingdom, Germany and France.

For Yissum Ref. 2629 : the United States.

For Yissum Ref . 3708: the United States, China, South Korea, the United Kingdom, Germany and France.

For Licensed Patents filed after the Original Effective Date : the United States, China, South Korea, the United Kingdom, Germany and France.

(all the “ Required Jurisdictions ”). Should the Company fail to do so in any one of the Required Jurisdictions, Yissum shall be entitled to terminate the License regarding the specific patent(s) and countries in which prosecution or maintenance was abandoned by the Company.

If Yissum shall determine that the legal actions taken by the Company may adversely affect Yissum's rights hereunder, Yissum shall be entitled, at its own cost, to appoint its own counsel to represent it in such litigation. If the Company, its Affiliate or its Sublicensee elects to commence an action as described above and Yissum is a legally indispensable party to such action(being the registered owner of the infringed patent rights), Yissum, at the Company's expense, shall be joined as a co-plaintiff, provided that all the following conditions shall be fulfilled:

(a) the Company shall continuously provide Yissum with full information and copies of all documents relevant to the proceedings, including, all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the proceedings, as well as all drafts of written submissions relating to such legal action that are sent to the Company for review, and all Yissum’s comments in respect thereof will be taken into account;

(b) any out of pocket expenses incurred by the Company or Yissum in connection with such action(s), including all legal and litigation related fees and expenses, all out of pocket expenses for external assistance required to comply with any discovery or other motions and any costs or amounts awarded to the counterparties in such action(s) shall be borne by the Company;

(c) if Yissum shall determine that a conflict of interest exists between the Company and Yissum, Yissum shall be entitled, at its own expense, to appoint its own counsel to represent it in such litigation and the Company shall make reasonable efforts to ensure that such counsel chosen by Yissum is fully informed and receives all material necessary to adequately participate in such action; and

(d) the Company shall bear all costs, expenses and awards incurred by or awarded against Yissum, with respect to any action filed against Yissum alleging that an action initiated by the Company pursuant to the terms of this Section11 was anticompetitive, malicious, or otherwise brought for an improper purpose, whether by a counterparty to such aforementioned action or by any third party.

If Yissum is not required by law to be joined as a co-plaintiff, Yissum, to the extent permitted by law, and at its own cost, may elect to join the action as a co-plaintiff at its own initiative and shall jointly control the action with the Company, its Affiliate or its Sublicensee. Irrespective of whether Yissum joins any such action as described above it shall provide reasonable cooperation and assistance to the Company, its Affiliate or its Sublicensee. The Company shall reimburse Yissum for any reasonable out of pocket costs it incurs as part of an action brought pursuant to this Section where Yissum has not elected to join the action as a co-plaintiff at its own initiative.

The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher.

The insurance coverage required above shall not be construed to create a limit of the Company's liability with respect to its indemnification obligations under this Section 14.

Upon termination of the License as set forth in this Section 15.3, the Company shall return or transfer to Yissum, within thirty (30) days of termination of the License pursuant to Sections 15.1 and 15.2 above, all material, in soft or hard copy, containing the Licensed Technology connected with the License, and it may not make any further use thereof. In case of termination as set in this Section 15.3, the Company will not be entitled to any reimbursement of any amount paid to Yissum under this Agreement. Yissum shall be entitled to conduct an audit in order to ascertain compliance with this provision and the Company agrees to allow access to Yissum or its representatives for this purpose.

In addition, Sections 7, 8, 9, 12, 14, 15, 16 and 19 shall survive the termination of this Agreement to the extent required to effectuate the intent of the Parties as reflected in this Agreement.

All notices and communications pursuant to this Agreement shall be made in writing and sent by facsimile, electronic mail or by registered mail or served personally at the following addresses:

To Yissum at:

Yissum Research Development Company

of the Hebrew University of Jerusalem Ltd.

P.O. Box 39135,

Jerusalem 91390

Israel

Facsimile: 972-2-6586689

Email: bob.trachtenberg@yissum.co.il

To the Company at:

Nano Dimensions Technologies, Ltd.

Golda Meir 3, Park HaMada,

Nes Tziona

Facsimile: ______________

Email: amit@nano-di.com

or such other address furnished in writing by one Party to the other. Any notice served personally shall be deemed to have been received on the day of service, any notice sent by registered mail as aforesaid shall be deemed to have been received seven (7) days after being posted by prepaid registered mail. Any notice sent by facsimile or electronic mail shall be deemed to have been received by the next business day after receipt of confirmation of transmission (provided that any notice terminating this Agreement which is sent by electronic mail shall be followed by a notice sent in any other manner provided herein).

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS

I the undersigned, Prof. Shlomo Magdassi, have reviewed, am familiar with and agree to all of the above terms and conditions. I hereby undertake to cooperate fully with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.

KNOW-HOW

Procedures for synthesis of silver nanoparticles and conductive inks formulations.

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Exhibit 4.4

Nano Dimension Ltd.

(the “Company”)

Employee Stock Option Plan (2015)

The following definitions shall apply to terms mentioned in the Plan:

“ Option ” – an option issued under the Plan to purchase shares, while each option is exercisable into one ordinary share of the Company (subject to adjustments) and subject to the provisions of this Plan.

“ 3(i) Options ” – Options the exercise of which is subject to the tax regime set forth in Section 3(i) of the Income Tax Ordinance, allocated to persons who are not Eligible Participants.

“ Choice of Course ” – the Company’s choice between two tax courses applicable to allocation of shares to employees through a trustee (the Capital Gains Course or the Ordinary Income Course), which shall be reported to the tax authorities, and according to which course Options shall be allocated under the Plan.

“ Controlling Shareholder ” – as defined in Section 32(9) of the Ordinance.

“ Board ” – the Company’s board of directors.

“ Stock Exchange ” – the Tel Aviv Stock Exchange Ltd.

“ Nominee Company ” – any nominee company chosen by the Company.

“ Rules ” – the Income Tax Rules (Tax Benefits in Shares Issuance to Employees), 5763-2003.

“ Director ” – a director appointed under Section 229 of the Ordinance, including the deputy director.

“ Allocation without a Trustee ” – allocation to an Eligible Participant in accordance with Section 102(c) of the Income Tax Ordinance that is not held in trust by the Trustee.

“ Capital Gains Course Allocation ” – allocation to an Eligible Participant through a trustee, to which the Capital Gains Course tax arrangement applies.

“ Ordinary Income Course Allocation ” – allocation through a trustee, to which the Ordinary Income Course tax arrangement applies.

“ Allocation through a Trustee ” – allocation in accordance with Section 102(b) of the Income Tax Ordinance, while the Option or Share being allocated is held for the Participant by a trustee, including Ordinary Income Course Allocations and Capital Gains Course Allocations.

“ Allocation Agreement ” – an agreement or other document defining the terms of a certain Allocation under the Plan, including clauses in the employment agreement between the Company and the Participant that includes an undertaking to allocate Options.

“ Allocation ” – an allocation of Options or Shares under the Plan. Every allocation shall be confirmed by an Allocation Agreement setting forth the terms thereof.

“ Company ” – Nano Dimension Ltd., and any succeeding entity.

“ Affiliated Company ” – any Employer Company, as defined in Section 102(a) of the Income Tax Ordinance.

“ Companies Law ” – the Companies Law, 5759-1999, and its amendments.

“ Shares ” – ordinary shares of the Company, par value NIS 0.1 each (subject to adjustments and/or technical changes to the Company’s equity).

“ Exercise Shares ” – shares resulting from the exercise of Options under the Plan.

“ Capital Gains Course ” – the tax arrangement set forth in Sections 102(b)(2) and 102(b)(3) of the Income Tax Ordinance.

“ Ordinary Income Course ” – the tax arrangement set forth in Section 102(b)(1) of the Income Tax Ordinance, whereby income generated by the sale of Shares or the transfer thereof from the Trustee to an employee shall be taxed as ordinary income.

“ Participant ” – any person receiving Allocation under the Plan and executing an Allocation Agreement.

“ Eligible Participant ” – an employee of the Company or of an Affiliated Company, or an individual serving as director or officer of the Company, but not a Controlling Shareholder.

“ Trustee ” – a person or corporation appointed by the Company’s Board to serve as trustee, and who has been approved by the tax authorities in accordance with Section 102 of the Ordinance.

“ Income Tax Ordinance ” or “ Ordinance ” – the Income Tax Ordinance [New Version], 5721-1961, and all rules, regulations, orders and decisions by virtue thereof, and all amendments thereto, and particularly the Rules (as defined above), as may be amended from time to time.

“ Control ” – as such term is defined in the Securities Law, 5728-1968.

“ Plan ” – this plan.

“ Restriction Period ” – the period set forth in Section 102 of the Ordinance, or any other period required by the tax authorities in connection with Allocation through a Trustee, during which Options allocated by the Company must be held by the Trustee for the benefit of the Eligible Participant. As of the date of adopting this Plan, the Restriction Period for Ordinary Income Course Allocations is 12 months from the date of allocating the Options, and the Restriction Period for Capital Gains Course Allocations is 24 months from the date of allocating the Options.

The Board is entitled to determine from time to time the number of Options and Shares designated for Allocations in the framework of the Plan, and such number may be reduced or increased from time to time. Until termination of the Plan the Company shall reserve a suitable number of Shares from its registered and unissued share capital for purpose of allocating the total number of Shares underlying the Options that have been granted, subject to adjustments resulting from changes in the equity of the Company, as set forth in Section 11 hereunder. Any such Shares that remain registered but unissued, and that upon termination of the Plan are not underlying Options shall no longer be reserved for the Plan, however until termination of the Plan the Company shall at all times reserve a suitable number of Shares in accordance with the requirements of the Plan. In the event Options granted in accordance with the Plan expire or are cancelled prior to exercise, or in the event a Participant waives the exercise of such Options, the underlying Shares that were not purchased shall be made available for the Plan and may be used including for allocation to other Participants.

Notwithstanding the aforementioned, the Trustee is entitled, subject to receiving a written request and further subject to the limitations of applicable law, to release and transfer such Shares to the Participant or to any third party, so long as the following two conditions are met prior to such release or transfer: (A) all taxes due for release and transfer of the Shares by the Participant, the Trustee or the Company were paid or deducted; and (B) the Trustee received written notice from the Company confirming that all conditions necessary for said release and transfer have been satisfied in accordance with the Company’s articles of association, the Plan, the provisions of the relevant agreement and applicable law. For avoidance of doubt, any sale, transfer or release of such securities during the Restriction Period may result in tax consequences due to breach of the Restriction Period as set forth in Section 102. In any event, and without derogating from the provisions of Section 13 hereunder, the Eligible Participant shall be solely liable for all tax con sequences deriving from transfer to third parties as set forth in this Section.

(A) The closing price of the Company’s Shares on the Stock Exchange on the last trading day preceding the exercise date, multiplied by the number of Shares underlying the Options and with respect to which the exercise notice was provided, and between: (B) the exercise price, multiplied by the number of Options with respect to which the exercise notice was provided.

Such difference (if positive) shall constitute the value of the benefit to the Participant at the exercise date (“ Benefit Value ”).

Hereunder is the formula for calculating the number of Shares a Participant is entitled to based on cashless exercise:

When:

X – the number of Shares the Participant is entitled to as result of exercise of the Options.

Y – the number of Options that can be exercised and which the Participant has asked to exercise.

A – the closing price of the Company’s Shares par value NIS 0.1 each (subject to changes in par value in the event of capital consolidation or split) on the trading day preceding the exercise date.

B – the exercise price of each Option (subject to adjustments).

All assuming the par value of the Company’s Shares on the exercise date remains NIS 0.1 (if not, the denominator of the fraction shall be adjusted accordingly).

Unless set forth otherwise in the relevant Allocation Agreement:

For avoidance of doubt it is clarified that vesting shall cease upon termination of employment, including during the 6 month period set forth in Subsection (A) above or during the 12 months set forth in Subsection (C) above.

Upon occurrence of the events set forth hereunder during the period between the date of allocating Options to a Participant under this Plan and between the date of exercise, adjustments shall be made to the Participant’s rights as follow:

In such event, the number of alternate Options as set forth above shall be in accordance with the mechanism set forth in the merger transaction for exchanging the Company’s Shares into shares of the surviving entity. Alternately, the Company’s Board shall be entitled to determine, at its sole discretion, a different alternate consideration for the Options, as close as possible to the exchange mechanism that applies to the shareholders of the Company so not to materially prejudice the financial equality of the Options held by Participants immediately prior to the merger. All other provisions of this Plan, including with respect to vesting and exercise of Options shall apply to the alternate options, or their consideration, mutatis mutandis .

In the event the surviving entity refuses to adopt or exchange the Options, the Company’s Board shall be entitled to determine, at its sole discretion, the treatment of unexercised and/or unvested grants, or grants still subject to limitations at the time of the Transaction, which may include one or more of the following possibilities: (A) acceleration of the vesting dates of all or part of the Allocations to a date that is at least two days before the date of completing the Transaction, provided the exercise and/or vesting of Allocations that would not have been exercisable had it not been for the Transaction shall be contingent upon the actual completion of the Transaction, unless determined otherwise by the Board; (B) all, part or a certain category of Allocations be cancelled and expire at the date of completing the Transaction in practice, while holders of Allocations shall receive in consideration the value of the cancelled Allocations (if any) in cash, shares, securities or other assets, or any combination thereof, on terms determined by the Board in its sole discretion (that may be based on the share price received or that should be received by the other shareholders of the Company in such event); and/or (C) all, part or a certain category of unexercised Allocations, not yet vested and/or still subject to limitations, be cancelled and expire at the date of completing the Transaction in practice, without any consideration to their holders.

In the event a Transaction is completed, and the Board determines in good faith that certain Shares have no pecuniary value and therefore do not confer upon their owners any consideration in the framework of the Transaction, the Board shall be entitled to determine that relevant Options expire upon the Transaction date.

Shares shall not be Allocated pursuant to exercise of Options or in connection with other Allocations, unless the exercise of the Options or grant of Allocations, and Allocation of Shares were carried out in accordance with the provision of applicable law, including securities law and the professional guidelines of the Stock Exchange.

The laws of the State of Israel shall apply to the Plan and any document issued now or in the future in connection with or in the framework of the Plan.

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