As filed with the Securities and Exchange Commission on January 4, 2023

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

JEFFS’ BRANDS LTD

(Exact name of registrant as specified in its charter)

 

State of Israel   Not applicable
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

 

3 Hanechoshet Street, Tel Aviv, Israel 6971068

(Address of Principal Executive Offices)

 

Jeffs’ Brands Ltd 2022 Incentive Option Plan

(Full title of the plan)

 

Puglisi & Associates

850 Library Ave., Suite 204, Newark, DE 19711

Tel: (302) 738-6680

(Name, Address and Telephone Number of Agent for Service)

 

Copies to:

 

Oded Har-Even, Esq.

Angela Gomes, Esq.

Sullivan & Worcester LLP

1633 Broadway

New York, NY 10019

Tel: (212)-660-3000

 Dr. Shachar Hadar, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972-3-610-3100

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☐   Smaller reporting company ☐
    Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in Item 1 and Item 2 of Part I of Registration Statement on Form S-8 is omitted from this Registration Statement on Form S-8 (this “Registration Statement”). The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

 

1

 

 

PART II

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents filed by Jeffs’ Brands Ltd, an Israeli company (the “Registrant”), with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

 

(a) The Registrant’s prospectus dated August 30, 2022 filed pursuant to Rule 424(b) under the Securities Act relating to the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-262835), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed;

 

(b) The Registrant’s Reports on Form 6-K filed with the Commission on August 31, 2022, September 12, 2022, September 14, 2022, September 16, 2022, September 30, 2022, September 30, 2022, October 20, 2022, October 24, 2022, November 8, 2022, November 14, 2022, November 16, 2022, November 25, 2022, November 28, 2022, November 28, 2022 and December 14, 2022;

 

(c) The description of the Registrant’s ordinary shares, no par value per share (the “Ordinary Shares”), and warrants to purchase Ordinary Shares, which is contained in the Registrant’s Registration Statement on Form 8-A filed on August 25, 2022 (File No. 001-41482) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

  

All documents, reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4. DESCRIPTION OF SECURITIES

 

Not applicable.

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

 

Not applicable. 

 

II-1

 

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Indemnification

 

The Israeli Companies Law, 5759-1999 (the “Companies Law”), and the Israeli Securities Law, 5728-1968 (the “Securities Law”) provide that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

 

  ● a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court;

  

  ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent (as defined in the Companies Law), or in connection with a monetary sanction;
     
  ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent;
     
  ●

expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law; and 

     
  ● any other obligation or expense in respect of which it is permitted or will be permitted under the Companies Law, to indemnify an officer or director, subject to and in accordance with all applicable law.

 

The Companies Law also permits a company to add provisions in the articles of association, to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount or criteria:

 

  ● to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and
     
  ● in amount or criteria determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.

 

The Registrant has entered into indemnification agreements with all of its directors and with all members of its senior management. Each such indemnification agreement provides the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officer’s insurance.

 

II-2

 

 

Insurance

 

Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association:

 

  ● breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder;

 

  ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and

 

  ● a financial liability imposed upon him or her in favor of another person.

 

The Registrant has directors’ and officers’ liability insurance providing total coverage of $5.0 million for the benefit of all of its directors and officers, in respect of which the Registrant paid a twelve-month premium of $400,000, which expires on August 23, 2023.

 

Exculpation

 

Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association. The Registrant’s amended and restated articles of association provide that it may exculpate, in whole or in part, any office holder from liability to it for damages caused to the company as a result of a breach of his or her duty of care, but prohibit an exculpation from liability arising from a transaction in which its controlling shareholder or officer has a personal interest. Subject to the aforesaid limitations, and to other limitations detailed in the indemnification agreements, the Registrant exculpates and releases its office holders from any and all liability to the Registrant related to any breach by them of their duty of care to us to the fullest extent permitted by law. An Israeli company may not exculpate in advance a director from liability arising from a breach of his or her duty of care in connection with a prohibited dividend or distribution to shareholders.

 

Limitations

 

The Companies Law provides that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty except in the case of indemnity or insurance,) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; (4) any fine, monetary sanction, penalty or forfeit levied against the office holder; or (5) a breach by the director of his or her duty of care in the matter of dividend distribution.

 

Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to directors, the chief executive officer or controlling shareholders, also by the shareholders., However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee if the engagement terms are determined in accordance with the company’s compensation policy, which was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets, or obligations.

 

The Registrant’s amended and restated articles of association permit it to exculpate (subject to the aforesaid limitation), indemnify and insure its office holders to the fullest extent permitted or to be permitted by the Companies Law.

 

II-3

 

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

ITEM 8. EXHIBITS.

 

5.1   Opinion of Meitar | Law Offices, Israeli counsel to Jeffs’ Brands Ltd.
     
23.1   Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, independent registered public accounting firm.
     
23.2   Consent of Meitar | Law Offices, Israeli counsel to Jeffs’ Brands Ltd (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
     
24.1   Power of Attorney (included on signature page).
     
99.1   Jeffs’ Brands Ltd 2022 Incentive Option Plan.
     
107   Filing Fee Table.

 

ITEM 9. UNDERTAKINGS

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

II-4

 

 

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-5

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, State of Israel, on January 4, 2023.

 

  JEFFS’ BRANDS LTD
     
  By: /s/ Viki Hakmon
    Name:  Viki Hakmon
    Title:   Chief Executive Officer

 

POWER OF ATTORNEY

 

We, the undersigned officers and directors of Jeffs’ Brands Ltd, hereby severally constitute and appoint Israel Bar and Hanan Samet, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Viki Hakmon   Chief Executive Officer, Director    January 4, 2023
Viki Hakmon   (Principal Executive Officer)     
         
/s/ Ronen Zalayet   Chief Financial Officer    January 4, 2023
Ronen Zalayet   (Principal Financial and Accounting Officer)     
         
/s/ Oz Adler   Chairman and Director   January 4, 2023
Oz Adler        
         
/s/ Eliyahu Yoresh   Director    January 4, 2023
Eliyahu Yoresh        
         
/s/ Liron Carmel   Director    January 4, 2023
Liron Carmel        
         
/s/ Tali Dinar   Director   January 4, 2023
Tali Dinar        
         
/s/ Moshe Revach   Director    January 4, 2023
Moshe Revach        
         
/s/ Tomer Etzyoni   Director    January 4, 2023
Tomer Etzyoni        
         
/s/ Asaf Itzhaik   Director   January 4, 2023
Asaf Itzhaik        

 

II-6

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Jeffs’ Brands Ltd, has signed this Registration Statement on Form S-8 on January 4, 2023.

 

  /s/ Puglisi & Associates
  Puglisi & Associates

 

 

II-7

 

 

Exhibit 5.1

 

 

January 4, 2023

 

Jeffs’ Brands Ltd

Hanechoshet St. 3

Tel Aviv, 6971068

Israel

            

 

RE: Registration on Form S-8

Ladies and Gentlemen:

 

We have acted as Israeli counsel to Jeffs’ Brands Ltd, an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about January 4, 2023 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,307,027 of the Company’s ordinary shares, no par value (the “Ordinary Shares”), which may be issued under the Jeffs’ Brands Ltd 2022 Incentive Option Plan (the “Plan”).

 

In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).

 

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

 

On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and pursuant to the terms of the awards that may be granted under the Plan, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

 

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

 

 

Very truly yours,

 

  /s/ Meitar | Law Offices
 

Meitar | Law Offices

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 4, 2022 (June 27, 2022, as to the effects of the reverse stock split described in Note 15(7)), relating to the financial statements of Jeffs’ Brands Ltd, appearing in the Registration Statement on Form F-1 of Jeffs’ Brands Ltd.

 

/s/ Brightman Almagor Zohar & Co.

 

Brightman Almagor Zohar & Co.

Certified Public Accountants

A Firm in the Deloitte Global Network

 

Tel Aviv, Israel

January 4, 2023

 

 

 

Exhibit 99.1

 

Jeffs’ Brands Ltd

 

2022 Incentive Option Plan

 

1.PURPOSE OF THE PLAN

 

The purpose of this 2022 Incentive Option Plan (the “Plan”) is to advance the interests of Jeffs’ Brands Ltd (the “Company”) and its shareholders by attracting and retaining the best available personnel for positions of substantial responsibility, providing additional incentive to employees, office holders and service providers and promoting a close identity of interests between those individuals and entities and the Company, and to enable the Company, under appropriate circumstances, to donate share capital for charitable purposes.

 

2.DEFINITIONS

 

As used herein, the following definitions shall apply:

 

2.1.“Administrator” means the Board or the Committee, as shall administer the Plan, as set forth herein.

 

2.2.“Articles” mean the Company’s Articles of Association, as amended from time to time.

 

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

 

2.4.“Committee” means the Company’s compensation committee, or in the case there is no such committee, a committee appointed in order to administer the Plan, and until such committee is appointed, the Board.

 

2.5.“Companies Law” means the Israeli Companies Law 5759 - 1999.

 

2.6.“Employee” means: (I) any person, employed by the Company or employed by any Related Entity; and (II) any Office Holder (as such term is defined in the Companies Law), officer or Director of the Company or a Related Entity.

 

2.7.“Exercise Price” means the price that is to be paid in order to exercise an Option.

 

2.8.“Group” means the Company and the Related Entities taken together.

 

2.9.“IPO” means an initial public offering of the Company’s Shares (as such term is defined below).

 

2.10.“Option” means an option to purchase a Share according to the provisions of this Plan.

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

 

 

 

2.11.“Option Grant” means a single grant of Options to a certain Participant as determined by the Board or the Committee.

 

2.12.“Option Grant Letter Agreement” means the notice letter attached to this Plan as Exhibit A-1 [Section 102] and Exhibit A-2 [Section 3(i)].

 

2.13.“Participant” means a person or entity that has been granted Options.

 

2.14.“Related Entity” means any parent or subsidiary of the Company. In addition, Related Entity shall include any business, corporation, partnership, limited liability company or other entity in which the Company, or the Company’s parent or a subsidiary holds a substantial ownership and/or interest, directly or indirectly, and is determined by the Board to be a Related Entity.

 

2.15.“Service Provider” means a person or entity who is engaged by the Company or any Related Entity to render services (e.g., consulting services, advisory services, development services, marketing and sale services or any other services, including suppliers) to the Company or a Related Entity.

 

2.16.“Share” or “Ordinary Share” means the Company’s Ordinary Share of no par value, which was issued following an exercise of an Option.

 

2.17.“Total Option Amount” means the amount of Options granted to a Participant in a single Option Grant.

 

3.ADMINISTRATION OF THE PLAN

 

3.1.Subject to the provisions of the Plan, any applicable law, the Articles and any other binding commitments taken by the Company, the Board or the Committee shall have the power and authority to administer the Plan. Such power and authority shall include, but not be limited to: (i) approval of Option Grants and the determination of the terms and provisions of respective Option Grants, including, the vesting schedules of the Options; the Exercise Price thereof; provisions concerning the time or times when and the extent to which Options may be exercised; the nature and duration of restrictions as to transferability; or any other special conditions relating to an Option Grant; (ii) the acceleration of any Participant’s right to exercise Options, in whole or in part; (iii) the interpretation of the provisions of the Plan; (iv) altering, amending or rescinding any resolution or act previously taken by the Committee; and (v) the determination of any other matter which is necessary or desirable for, or incidental to, the administration of the Plan, as set forth in the Plan.

 

3.2.Notwithstanding the above, the Board shall have the power and authority to take any act the Committee is empowered and authorized to take and to alter amend or rescind any act or resolution taken by the Committee.

 

3.3.The Committee shall consist of such number of directors as may be appointed by the Board.

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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3.4.The Board shall have the exclusive discretion and power to grant Options. Such power may be delegated by the Board to the Committee subject to the provisions of the Companies Law.

 

3.5.All Committee resolutions and decisions, including the interpretation and construction of any provision of the Plan, shall be final and conclusive unless otherwise determined by the Board.

 

3.6.No member of the Board or of the Committee shall be held liable for any act or determination made in good faith with respect to the Plan or any Option Grant.

 

3.7.Cashless Exercise. Without derogating from the foregoing, the Board of Directors may allow a Participant, with respect to certain or all Options held by such Participant, to exercise the Options through a cashless exercise mechanism as will be set by the Board of Directors. Such cashless exercise mechanism may be approved together with the grant of Options or retroactively with respect to any existing Options that were granted.

 

4.SHARES RESERVED FOR THE PLAN

 

4.1.Subject to adjustments, as set forth in Section 9 below, a total of 1,765 Ordinary Shares shall be reserved and subject to the Plan, unless otherwise increased by the Board (the “Reserved Shares”).

 

4.2.Until termination of the Plan the Company shall at all times reserve sufficient number of Ordinary Shares in its authorized share capital to cover for all Reserved Shares that were not issued.

 

4.3.Without derogating from Section 4.2 above:

 

4.3.1.The Company need not reserve Shares with respect to Options that terminated, expired or were canceled for any reason prior to exercise thereof.

 

4.3.2.In the case that there are certain Reserved Shares, which remain unissued and which are not subject to outstanding Options, then the Board may resolve that such Reserved Shares shall cease to be reserved.

 

5.DESIGNATION OF PARTICIPANTS; OPTION GRANTS

 

5.1.The Board may grant Option Grants to the following persons and entities:

 

5.1.1.Employees.

 

5.1.2.Service Providers and their employees.

 

5.1.3.Charitable entities or other persons or entities that Option Grants may be donated to in order to promote charitable purposes.

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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5.2.Unless determined otherwise by the Board or Committee, a Participant shall not be required to pay any consideration for an Option Grant.

 

5.3.Without derogating from any other provision herein, the Option Grant shall be further subject to the Participant’s execution of an applicable Option Grant Letter, including without limitations, the applicable voting proxy provided by the Company.

 

6.VESTING; EXERCISE PERIOD

 

6.1.Unless determined otherwise by the Committee, upon approval of the Option Grant or thereafter, Options underlying an Option Grant shall vest over four (4) years, commencing on the vesting commencement date (the “Vesting Commencement Date”) as determined by the Committee.

 

6.2.The vesting schedule of each Option Grant shall be as determined by the Committee. However, unless determined otherwise by the Committee, upon approval of the Option Grant or thereafter, the following shall apply:

 

(a)48 months, whereby twenty five percent (25%) of the Total Option Amount shall vest on the first anniversary of the Vesting Commencement Date, and additional twenty five percent of the Total Option Amount shall vest on the second anniversary of the Vesting Commencement Date; thereafter, one six percent and one quarter or a percent (6.25%) of the balance of the Total Option Amount shall vest on the last day of each three months period.

 

(b)In the case that as a consequence of the vesting schedule mentioned above a fraction of vested Option is created, then such fraction shall be rounded up or down, as determined by the Company.

 

(c)Notwithstanding anything to the contrary in this Plan, all Options shall terminate and not bestow any rights on their owner after ten (10) years from the date the Options were granted. All Options that have not been exercised by such date shall expire immediately and the Participants shall not have any claim against the Company with respect thereto.

 

(d)The period within which Options are exercisable shall be called the “Exercise Period”. Options which have not been exercised during the Exercise Period shall expire immediately, and will be automatically returned to the Options pool and may be re-allocated.

 

(e)In order to remove any doubt, the Committee may also apply milestone or performance based vesting schedules.

 

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7.TERMINATION OF EMPLOYMENT WITH THE GROUP

 

In the event that the Participant is an Employee at the time of the Option Grant, whose employment with the Group was subsequently terminated, for whatever reason but subject to Section 7.6 (including but not limited to (i) dismissal of a Participant or (ii) a Participant’s resignation, or (iii) death of a Participant or (iv) disability of a Participant), then the following provisions shall apply:

 

7.1.The date on which employment was terminated under applicable labor laws, or, in the case an Employee is not an employee under applicable labor laws the date in which such Employee ceases to be an Employee as defined in the Plan, shall be deemed the date in which such Employee’s employment was terminated (“Employment Termination Date”).

 

7.2.On the Employment Termination Date all Options that are not vested shall immediately expire.

 

7.3.In the event that the Participant’s termination of employment is not due to the Participant’s death (but does include termination due to Disability), then the Participant will be entitled to exercise all, or part of, the vested Options that have not expired, for a period of ninety (90) days after the Employment Termination Date. After such ninety (90) days period, all unexercised Options will automatically expire.

 

For purposes of this Section 7.3, “Disability” shall mean the inability, due to illness or injury, to engage in any gainful occupation for which the individual is suited by education, training or experience, which condition continues for at least six (6) months.

 

7.4.Notwithstanding the above, in the event of termination of employment due to the Participant’s death or Disability, the Participant (if applicable) or Participant’s estate, or other person who acquired the right to exercise the Options by way of bequest or inheritance, may, but only within six (6) months after the date of such death, exercise all, or part of, the vested Options that have not expired. After such six (6) months period, all unexercised options shall automatically expire.

 

7.5.Notwithstanding Section 7.3 above, all Options granted to a certain Employee (whether vested or unvested) will immediately expire if the termination of the Participant’s employment is due to Participant’s breach of his/her employment agreement (whether written or oral) including without limitation, a breach of non-compete obligations, or breach of his/her fiduciary duties towards the Company or a Related Entity as determined by the Committee, in its sole discretion, or any other termination by the Company for “cause” (if such term is defined otherwise in the employment agreement with the Employee) or in the case that competent court or other authority resolves that such employee is not entitled to discharge compensation.

 

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7.6.For the purposes of this Plan, the Committee or Board is authorized to determine if and when a Participant terminated his/her employment with the Company, and due to what reason, subject to the provisions of Israeli labor laws with respect to Israeli employees.

 

7.7.The Committee or the Board shall be entitled, prospectively and retroactively, to extend the periods in which Options (either vested or unvested) do not expire and remain exercisable after the Employment Termination Date.

 

7.8.In no event shall the Company be required to notify a Participant regarding the expiration of the applicable Exercise Period prior thereto.

 

8.TERMINATION OF ENGAGEMENT WITH THE GROUP

 

In the event that a Participant is not an Employee, and the engagement of such Participant with the Group is terminated, or such engagement materially and adversely changes, then, unless otherwise specified in the Option Grant Letter Agreement, or otherwise determined by the Committee, on the date of such termination or change, all Options that have not vested by then shall expire and the vested options shall remain exercisable as specified in sections 7.3, 7.4 or 7.5, as the case may be, which shall apply mutatis mutandis to such Participant.

 

9.ADJUSTMENTS

 

9.1.Merger, Sale of the Company or Sale of the Company’s Assets.

 

In the event of a merger of the Company into another corporation, in a way that the Company shall no longer continue to exist as a legal entity subsequent to such merger, the sale of all, or substantially all of the Company’s issued and outstanding shares to a third party or the sale of all, or substantially all of the assets of the Company (each of them, a “Transaction”), then the following provisions shall apply, as will be determined by the Board, at its sole discretion:

 

9.1.1.Each outstanding Option shall be assumed by, or an equivalent option shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation.

 

9.1.2.In the event that the successor corporation does not agree to assume the Options or to substitute them with equivalent options, the Committee may in lieu of such assumption or substitution, provide for the Participant to have the right to exercise the Options as to all, or part of the Shares, including certain Shares as to which it would not otherwise be exercisable.

 

9.1.3.In addition to Section 9.1.2 above, and if Section 9.1.1 does not apply, the Committee may notify the Participants that all Options that are exercisable shall remain so for a period of no less than seven (7) days from the date of such notice, and that all Options will terminate upon the expiration of such period. In any case, the Committee may condition the termination of all said Options upon consummation of the Transaction.

 

9.1.4.Nothing herein shall derogate from the Committee’s ability to determine other acceleration mechanisms in an event of a Transaction, on a case-by-case basis.

 

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9.2.Bonus Shares.

 

In the event that the Company issues any of its shares as bonus shares to all its shareholders, on a pro rata basis, then the number of Shares received upon exercise of certain Options shall be increased to the number of Shares the Participant would have held after the issuance of the bonus shares had such Participant exercised such Options immediately before the issuance of the bonus shares.

 

9.3.Reorganization; Separation.

 

If the Company is separated, reorganized, or consolidated with another corporation (other than as part of a Transaction) while Options which were not yet exercised remain outstanding under this Plan, the Company shall use reasonable efforts to maintain the rights of each Participant through such separations, reorganizations or consolidations, or compensate the Participant for such event in lieu of the Options such Participant holds. The Committee, at its sole discretion, shall determine what steps shall be taken according to this section 9.3.

 

9.4.Changes in Capitalization.

 

If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share split, reverse share split, combination or reclassification of Ordinary Shares, or any other increase or decrease in the number of the Company’s Ordinary Shares effected without receipt of consideration by the Company from the shareholders, then the number, class and kind of Shares subject to this Plan or subject to any Options therefore granted, and the Exercise Prices of the Options, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Exercise Prices of the Options (except in case the Exercise Price is equal to the par value of the shares, in which case the Exercise Price will be increased respectively). However no adjustment shall be made by reason of the distribution of subscription rights on outstanding shares, or conversion of securities into shares of the Company.

 

9.5.Other Terms and Conditions.

 

9.5.1.The allocation of each Option Grant hereunder is subject to the relevant Participant’s agreement to sign any document he/she is required to sign pursuant to the provisions of this section 9. If a Participant refuses to sign any such documents, the Committee or Board may determine that the Options held by the Participant or by a trustee for such Participant’s benefit shall immediately expire.

 

9.5.2.Such adjustments as mentioned in this Section 9 shall be made by the Committee, whose determination in such respect shall be final, binding and conclusive.

 

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9.5.3.Anything herein to the contrary notwithstanding, if prior to an IPO, there is a bona fide offer to purchase all or substantially all of the issued and outstanding shares of the Company, or upon a reorganization separation or the like, all or substantially all of the shares of the Company are to be exchanged for securities of another company, then each Participant shall be obliged to sell or exchange (in accordance with the value of such Participant’s Options and Shares pursuant to the terms of such transaction) as the case may be, any Shares such Participant purchases hereunder, in accordance with the instructions issued by the Board in connection with such transaction, which will be given according to a policy of the Board concerning all of the Participants under the Plan and the Participant shall have no claim against the Board and its policy.

 

9.6.Dividend Distribution.

 

In the event that the Company distributes dividend in cash to the Company’s shareholder, the Board of Directors may determine to adjust the exercise price respectively. The Board of Directors will determine the mechanism of such adjustment of the exercise price which may allow full or partial adjustment of the exercise price of each outstanding Option.

 

10.ASSIGNABILITY AND SALE OF OPTIONS

 

No Option shall be assignable, transferable, given as collateral, hypothecated pledged or encumbered and no right with respect to the Options shall be given to any third party whatsoever, and during the lifetime of each Participant, each and all of such Participant’s rights to purchase Shares hereunder shall be exercisable only by such Participant.

  

11.TERM AND EXERCISE OF OPTIONS

 

11.1.Options shall be exercised by a Participant by giving written notice to the Company, in the form substantially attached hereto as Exhibit B or such other form(s) and method as may be determined by the Company from time to time (the “Exercise Notice”).

 

11.2.The Exercise Price shall be payable upon the exercise of the Option in cash, by way of wire transfer or by check, or other form satisfactory to the Committee.

 

11.3.The Exercise Price will be paid in NIS, or if the Exercise Price is fixed in other currency, in other currency or in accordance with the representative rate of exchange of the other currency, last published by the Bank of Israel at the time of actual payment, or as provided for by the Company.

 

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11.4.Each Participant will be entitled to exercise, upon signing the Exercise Notice and any additional documents as required by the Company, and paying the Exercise Price, all, or part of the Options that are vested at the Exercise Period.

 

11.5.Options shall not be deemed exercised unless: (I) the Company receives a duly signed Exercise Notice including all relevant details; and (II) the Company receives the Exercise Price.

 

11.6.The Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Shares would be deliverable upon exercise, such fraction shall be rounded up or down, to the nearest whole number. Half of a Share will be rounded up.

 

11.7.Each Option granted under this Plan shall be exercisable during the Exercise Period. Subject to adjustments, as set forth in Section 9 above, the exercise of one Option shall entitle the Participant to hold one Share.

 

11.8.Without derogating from any restrictions mentioned hereinabove, the exercise of the Options is being subject to the following terms, restrictions and conditions as may be in effect on the time of the exercise of the Options is requested: (i) any applicable law or regulation; (ii) any order or limitation set by any stock exchange in which the Company’s securities may be traded (e.g., blackout periods, and lock up after an IPO); and (iii) any limitation undertaken by the Company with respect of the shares of the Company, including limitations set forth by Company’s underwriters. Such period of restriction of sale or exercise shall not be counted as part of the applicable Exercise Period.

 

12.RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES

 

12.1.No Participant shall have any of the rights or privileges of a shareholder of the Company with respect to any of the Shares, unless and until, following exercise, the registration of the Participant as holder of such Shares in the Company’s register of members is duly completed.

 

12.2.The rights and obligations attached to the Shares will be as set forth in the Articles. The Shares may be subject to rights of first refusal, co-sale rights and other rights specified in the Articles.

 

12.3.The Participant waives any of the following rights to the extent such rights are attached to the Shares: (i) pre-emptive rights in relation to issuance of new securities in the Company; (ii) rights of first refusal in relation with any sale of shares of the Company; (iii) co-sale rights in relation with any sale of shares of the Company.

 

12.4.Unless provided otherwise by the Committee, until an IPO, all voting rights, and rights to receive information from the Company with respect to the Shares shall be granted to the Board or as determined by the Board, in accordance with Exhibit C attached hereto.

 

12.5.Without derogating from any restrictions mentioned hereinabove, by accepting an Option Grant, each Participant agrees that the sale or disposal of Shares is subject to the following terms, restrictions and conditions as may be in effect on the time when such sale or disposal is requested: (i) any applicable law or regulation; (ii) any order or limitation set by any stock exchange in which the Company’s securities may be traded (e.g., blackout periods, and lock up after an IPO); and (iii) any limitation undertaken by the Company with respect of the shares of the Company, including limitations set forth by Company’s underwriters.

 

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12.6.Until an IPO the Company shall have the authority to endorse upon the certificate or certificates representing the Shares such legends referring to the foregoing restrictions, and any other applicable restrictions, as it may deem appropriate (and which do not violate the Participant’s rights according to this Agreement).

 

12.7.By accepting an Option Grant, each Participant agrees that in the case of an IPO or after registering the Company’s securities for trading, to sign any document and approve any resolution or restriction upon the Shares, or modify the terms of allocation of the Shares, if such Participants signature or approval or such restriction or modification were reasonably required, in the Committee’s discretion, in order to facilitate the Company in meeting all the underwriters and stock exchange demands and all applicable securities and corporate laws and regulations.

 

12.8.The Participant shall not sell, pledge, transfer or otherwise dispose of any Shares in transactions which violate, according to the Company’s sole discretion, any applicable laws, rules and regulations, or the Articles.

 

12.9.No transfer of Shares shall be effective if the Committee determines that the transferee is a competitor of the Company (either directly or indirectly).

 

12.10.Notwithstanding anything to the contrary in this Section 12, as long as Shares are held by a trustee for the benefit of a Participant (if applicable) the Shares shall not be sold, pledged, transferred or otherwise disposed of, by the Participant until an IPO, or until such time or event as determined by the Committee, either individually or with respect to all Participants.

 

12.11.The Shares shall be subject to additional restrictions set forth under the Company’s Articles of Association, as amended from time to time.

 

13.TERM OF THE PLAN

 

This Plan shall be effective as of January 19, 2022, which is the day it was adopted by the Board and shall terminate when all the Options are exercised into Shares or expired in accordance with the provisions of this Plan or such other date as shall be determined by the Board, which date shall be no later than 10 years from adoption.

 

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14.AMENDMENTS; TERMINATION

 

14.1.The Board may, at any time and from time to time, amend, alter or terminate the Plan, provided, however, that the rights of the Participants shall not be adversely affected, unless such Participants agreed to such amendment, alteration or termination.

 

14.2.The Plan may be terminated at any time by an action of the Board, but any such termination will not terminate any Options granted under this Plan, which are then outstanding, without the consent of the Participant that is holding such Options.

 

15.BINDING EFFECT

 

The provisions of the Plan shall be binding upon the heirs, executors, administrators, and successors of the Participants.

 

16.GOVERNMENT REGULATIONS AND OTHER RESTRICTIONS

 

16.1.This Plan, the Option Grant Letter Agreements, the grant and exercise of Options hereunder, the obligation of the Company to issue the Shares, and any other act or obligation of the Company or any related individual or entity acting in connection with this Plan are all subject to the Articles, all applicable laws, rules, and regulations, whether of the State of Israel or of the United States or any other state having jurisdiction over the Company and any Participant.

 

16.2.By accepting an Option Grant, each Participant agrees not to sell, pledge, transfer or otherwise dispose of any of the Shares such Participant may hold except in compliance with: (I) the United States Securities Act of 1933, as amended, and the rules and regulations thereunder if applicable; and (II) the Israeli Securities Law 5728 – 1968; and (III) any other applicable securities law, regulations or other rules set by any stock exchange in which the Company’s securities may be traded; and to further agree that certificates evidencing any of such Shares shall bear appropriate legend to reflect such restrictions. The Company does not obligate itself to register any shares under the United States Securities Act of 1933, as amended or any other securities laws.

 

17.TAX CONSEQUENCES, INDEMNIFICATION

 

17.1.Any tax consequences (pursuant to Israeli or any other applicable law that the relevant Participant is subject to), including tax consequences due to adjustments, made in accordance with Section 9 above, arising from the grant or exercise of any Option, the payment for Shares covered thereby, or any other event or act (of the Company or any Participant) relating to the Plan, shall be borne solely by each Participant.

 

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17.2.The Company and/or the Board and/or the Committee and/or a trustee for the Plan shall not be required to release any Share certificates or transfer any Shares to a Participant until all required tax payments have been fully made.

 

17.3.The Company may withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. In the case that applicable law requires so, the Company shall deduct taxes at source. Such deduction may be made from any proceeds attributed to the exercise of the Options and sale of Shares, or from any proceeds the Participant is entitled to receive from the Group or other proceeds such Participant owns and are held by the Group, including from Participant’s salary or other proceeds he/she is entitled to receive from the Company or a Related Entity. It is explicitly stated herein that each Participant who is an Employee, by accepting an Option Grant agrees to the deduction from his/her salary of any amounts that in the Company’s determination are required to be deducted under applicable law in connection with the Plan. In any such case, the Company shall be entitled to offset any amounts due to such Participant on account of such taxes.

 

17.4.In the case that the Company, or any other person on its behalf is required to pay taxes, that under applicable law should have been paid by the Participant, then such Participant shall immediately either pay such tax, or, if such tax was already paid, reimburse the Company, or such other person for the total amount paid.

 

17.5.Neither the Company, nor any Related Entity nor anyone on their behalf, shall give, or be deemed to be giving any Participant, or a potential Participant, advice regarding tax consequences relating to the Plan and issuance of securities thereunder. Each Participant shall rely solely, while considering participation in the Plan, on the advice of such Participant’s consultants.

 

18.CONTINUANCE OF EMPLOYMENT OR ENGAGEMENT

 

Neither the Plan nor any Option Grant shall be construed to impose any obligation on any entity included in the Group to continue any Participant’s employment with it (in the case that the Participant is an Employee) or to maintain any business engagement with such Participant. Nothing in the Plan or in any Option Grant shall confer upon any Participant any right to continue to be employed by the Group or to maintain any other business engagement with it, or restrict the right of any entity included in the Group to terminate such employment or business engagement at any time.

 

19.RULES PARTICULAR TO SPECIFIC COUNTRIES

 

19.1.Notwithstanding anything herein to the contrary, the terms and conditions of the Plan may be amended with respect to particular types of Participants as determined by the Board (for example, Israeli employees, employees that are subject to US taxation) by an addendum to the Plan (the “Appendix”).

 

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19.2.The Company may adopt one or more Appendixes. Each Appendix shall be approved by the Board and as required or advisable under applicable law.

 

19.3.The terms of an Appendix shall govern only with respect to the types of Participants specified in such Appendix.

 

19.4.In the case that the terms and conditions set forth in an Appendix conflict with any provisions of the Plan, the provisions of the Appendix shall govern with respect to Participants that are subject to such Appendix, provided, however, that such Appendix shall not be construed to grant the Participants rights not consistent with the terms of the Plan, unless specifically provided in such Appendix.

 

20.NON-EXCLUSIVITY OF THE PLAN

 

20.1.The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangements or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of Options other than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

 

20.2.The grant of Options hereunder shall neither entitle the recipient thereof to participate, nor disqualify him from participating in, any other grant of Options pursuant to this Plan or any other option or stock plan of the Company.

 

21.MULTIPLE AGREEMENTS; OTHER CORPORATE ACTIONS

 

21.1.The terms of each Option Grant may differ from other Options Grants granted under the Plan at the same time, or at any other time. The Board may also grant more than one Option Grant to a certain Participant during the term of this Plan, either in addition to, or in substitution for, one or more Option Grants previously granted to such Participant.

 

21.2.Under no circumstances shall the Plan be construed to grant any right to a Participant, or any other third party, to postpone, delay or affect any corporate action resolved by the Company.

 

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22.GOVERNING LAW & JURISDICTION

 

This Plan shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws. Any dispute or claim shall be put to the Board’s resolution. Subject to the above, the competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matter pertaining to this Plan, and any other issue related to it.

 

23.NO WAIVER

 

The failure of the Company or any other party acting on its behalf or assisting it in implementing the Plan to enforce at any time any provisions of the Plan shall not be construed to constitute a waiver of such provision or of any other provision hereof.

 

24.NOTICES

 

24.1.Any notice, request, demand or other communication required or permitted under the Plan shall be in writing and shall be deemed to have been duly given, made and received only by personal delivery or if sent by certified mail, postage prepaid, return receipt requested, overnight delivery service, facsimile transmission (with confirmation of delivery), or confirmed e-mail to the address of the Company (if sent to the Company), or to the address of the Participant as such was provided by him in the Option Grant Letter Agreement, unless such address is changed by written notice received by the Company.

 

24.2.Except as otherwise set forth herein, any notice sent by mail shall be deemed to be given six (6) days after deposit with the relevant post service; any notice sent by overnight delivery service shall be deemed given the first business day after deposited with the delivery service; and any notice sent by facsimile transmission or e-mail, shall be deemed given when transmitted if sent during normal business hours or if not, on the next business day; and any notice given by personal delivery shall be deemed given on the date of delivery.

 

24.3.In the case a certain Participant changes his or her contact details, in a way that the contact details provided to the Company by him do not enable the Company to provide notices and other communications to such Participant, then such Participant shall be deemed to have waived his or her right to receive any notices, and the Committee shall have the right, in its sole discretion, to take any appropriate action under the circumstances.

 

[Remainder of Page Intentionally Left Blank]

 

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Appendix:

 

Appendix A: Terms of Grant of Options to Israeli employees

 

Exhibits:

 

Exhibit A-1: Option Grant Letter Agreement [Section 102]

 

Exhibit A-2: Option Grant Letter Agreement [Section 3(i)]

 

Exhibit B: Form of Exercise Notice

 

Exhibit C: Proxy

 

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Appendix A

 

Terms of grant of Options to Israeli employees

 

1.Purpose of the Appendix

 

1.1.This Appendix (the “Appendix”) is made as part of the Plan (as defined herein whereas all terms not otherwise defined herein shall have the meaning ascribed to them in the Plan) and pursuant to the provisions of Section 102 of the Income Tax Ordinance (as defined herein).

 

1.2.This Appendix governs grants of Options to Israeli Employees, either by a Trustee, or without a Trustee.

 

1.3.The grant of Options to a Service Provider which is not an Eligible Participant (as defined below), shall be made in accordance with the provisions of Section 3(i) of the Income Tax Ordinance.

 

2.Definitions

 

As used herein, the following definitions shall apply:

 

2.1.“Capital Gain Method” means choosing the alternative of capital gain method under Section 102.

 

2.2.“Eligible Participant” means any employee as such term is defined in Section 102. Without derogating from the foregoing Eligible Participant shall include any employee or Office Holder (as such term is defined in the Companies Law) of the Company or any Subsidiary except for such persons that are deemed to be ‘Ba’al Shlita’ under Section 32 to the Income Tax Ordinance.

 

2.3.“Deposit Date” means the date in which options were deposited with the Trustee for the benefit of a certain Participant.

 

2.4.“Income Tax Authorities” mean the Israeli income tax authorities that are authorized to give approvals in relation with this Appendix and Option Grants to Eligible Participants.

 

2.5.“Income Tax Ordinance” means the Israeli Income Tax Ordinance (New Version) 1961, as amended from time to time.

 

2.6.“Labor Income Method” means choosing the alternative of labor income method under Section 102.

 

2.7.“Participant” means any Eligible Participant who is granted with Options.

 

2.8.“Plan” means the 2022 Incentive Option Plan this Appendix is attached to.

 

2.9.“Realization Event” means, with respect to each Option Grant granted to a certain Participant, the earlier to occur of: (I) transfer of Securities from the Trustee to such Participant; or (II) the sale of Shares by the Trustee; or (III) one day before such Participant is no longer an Israeli resident (as provided for in Section 100A to the Income Tax Ordinance).

 

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2.10.“Release Term” means: (i) in the case of Capital Gains Method, a period ending twenty four (24) months after the Deposit Date; (ii) In the case of Labor Income Method ‘Release Term’ shall mean a period ending twelve (12) months after the Deposit Date.

 

2.11.“Section 102” means Section 102 to the Income Tax Ordinance as amended from time to time, and / or as superseded and any rules regulations or instructions promulgated or enacted under such Section 102.

 

2.12.“Section 3(i)” means Section 3(i) to the Income Tax Ordinance as amended from time to time.

 

2.13.“Securities” mean Options subject to a certain Option Grant and Shares received subsequent exercise of such Options.

 

2.14.“Tax Method” means either Capital Gains Method or Labor Income Method.

 

2.15.“Trust” means a trust, maintained under the Trust Agreement entered into between the Company and the Trustee for administration of grant of Options under Section 102.

 

2.16.“Trust Agreement” means the agreement between the Company and the Trustee as may be in effect from time to time specifying the duties and authorities of the Trustee.

 

2.17.“Trust Assets” mean all Securities and other assets held in Trust for the benefit of the Participants pursuant to this Appendix and the Trust Agreement

 

2.18.“Trustee” means such entity who was, or shall be appointed by the Board of Directors of the Company and approved by the Income Tax Authorities to hold the Trust Assets.

 

3.Precedence of this Appendix

 

The provisions of the Appendix shall supersede and govern in the case of any inconsistency or conflict arising between the provisions of the Appendix and the provisions of the Plan, provided, however, that this Appendix shall not be construed to grant Participant rights not consistent with the terms of the Plan, unless specifically provided herein.

 

4.Selection of Tax Method – Capital Gains Method

 

The Company chooses the Capital Gain Method (‘Maslul Revach Hon’). This choice may be changed in the future, by a Board resolution, provided, however, that the change in selection is permissible under the provisions of Section 102.

 

The aforesaid shall not derogate from the Company’s lawful ability to grant Options pursuant to Section 3(i).

 

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5.Holding of Securities by the Trustee

 

5.1.All Securities issued per Section 102 Tax Method shall be issued to the Trustee to be held in the Trust for the benefit of the relevant Participants. All certificates representing Securities issued to the Trustee under this Appendix shall be deposited with the Trustee, and shall be held by the Trustee until such time that such Options or Shares are released from the Trust as herein provided.

 

5.2.After the Release Term is over, a Participant shall be entitled to instruct the Trustee to transfer the Shares held for such Participant’s benefit to such Participant, provided, however, that the Trustee confirms that all applicable tax as set in Section 102 was actually paid and the Trustee holds a confirmation to that effect from Income Tax Authorities.

 

5.3.In the case that the Company distributes dividends, than the amount of dividends with respect of Shares held in Trust shall be paid to the Participants that are the beneficial holders of such Shares, subject to deduction at source of the applicable tax.

 

6.Provisions Governing this Appendix and Plan

 

Notwithstanding anything to the contrary in the Plan or elsewhere in this Appendix:

 

6.1.The Plan shall have one, sole, Trustee.

 

6.2.The Appendix shall be subject to one Tax Method, unless the provisions of Section 102 allow otherwise, and without derogating from the Company’s lawful ability to grant Options pursuant to Section 3(i).

 

6.3.Unless the provisions of Section 102 allow otherwise, the Participants shall not be entitled to cause a Realization Event to occur unless the Release Term is fulfilled.

 

6.4.All rights or benefits that are received subsequent to the grant or exercise the Options or the Shares underlying such Options (including and not limited to bonus shares) shall be deposited with the Trustee until the end of the Release Term, and all such rights and benefits shall be subject to the Tax Method selected by the Company.

 

7.Effectiveness of the Appendix.

 

This Appendix shall become effective, and Option Grants may be granted hereunder only after receipt the required approvals under Section 102 from the Income Tax Authorities.

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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8.Additional limitations

 

8.1.The Company shall not issue Options to a Participant unless such Participant confirmed in writing that he/she is aware of the provisions of Section 102 and the applicable Tax Method (if not granted per the provisions of Section 3(i)), and such Participant agreed in writing to the terms of the Trust Agreement, and that he/she shall not cause a Realization Event to occur before the Release Term is over. The form for the above confirmation shall be determined by the Committee, and shall be attached to the Plan as Exhibit A.

 

8.2.By accepting an Option Grant, each Participant agrees irrevocably to discharge the Trustee, the Company and any other office holder, employee or agent thereof from any liability with respect of any action or decision duly taken and bona fide executed in relation with the Plan, or relating to any Option Grant or Shares.

 

8.3.The Trustee shall use the voting rights vested in any such shares issued upon the exercise of any Options granted under the Plan, in accordance with Exhibit C of the Plan.

 

9.Grant of Options not by a Trustee

 

Notwithstanding the above, the Company shall be entitled to allocate Option Grants not according to the Tax Methods, but by direct grant to Participants, provided, however, that the requirements of Section 102 are met. The aforesaid shall not derogate from the Company’s lawful ability to grant Options pursuant to Section 3(i).

 

10.Governing Law

 

Notwithstanding anything to the contrary in the Plan, this Appendix shall be governed by, construed and enforced in accordance with the laws of the state of Israel, without giving effect to the principles of conflict of laws. Any dispute or claim shall be put to the Board’s resolution. Subject to the above, the competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matter pertaining to this Appendix, and any other issue related to it.

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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Exhibit A-1

 

[Form of Option Grant Letter Agreement [Section 102]]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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Award Grant Agreement

 

This letter agreement (the “Agreement”) is made as of _______, 202__ (the “Effective Date”), by and among Jeffs’ Brands Ltd Number 516356763 (the “Company”), an Israeli Company with its main place of business at 7 Alumot St., Omer 8496500, Israel, and [____________], an Israeli citizen, I.D number [_______] (the “Participant”).

 

WhereasThe Company adopted an Incentive Option Plan (together with applicable Appendixes, the “Plan”), a copy of which was reviewed by the Participant; and

 

WhereasThe Company resolved to provide the Participant an Option Grant (as defined below), subject to the terms and conditions herein; and

 

NOW, THEREFORE, it is agreed as follows:

 

1.All terms not defined herein shall have the meaning ascribed to them in the Plan.

 

2.The Company resolved to grant certain awards (the “Award Grant”), as Options to subscribe for Ordinary shares

 

3.The terms of the Option Grant are as follows:

 

3.1.Date of Grant: [   ]

 

3.2.Number of Options: [   ]

 

3.3.Vesting Schedule: in accordance with the Plan.

 

3.4.Vesting Commencement Date: [   ]

 

3.5.Exercise Price per Option: [   ]

 

3.6.Date of Expiration: in accordance with the Plan.

 

4.The Award Grant is conditioned upon, and shall not become effective unless and until the Participant agreeing to the terms of this Agreement.

 

5.Contact details and personal details of the Participant as supplied by it:

 

5.1.Full name: __________.

 

5.2.Identification number: _____________.

 

5.3.Address: ______________.

 

5.4.Telephone (home): _________.

 

5.5.Cellular Phone: ____________.

 

5.6.Facsimile: __________.

 

5.7.E-mail: ____________.

 

6.The grant is made in accordance with the terms of the Plan.

 

7.Prior to signing this Agreement Participant had the reasonable opportunity to review the Plan and consult with his / her advisors (such advisors shall not include the Company or anyone on the Company’s behalf) as Participant deemed fit.

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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8.Participant hereby confirms that he /she received reasonable opportunity to review the Plan and understand its terms, and that Participant agrees to the terms and provisions of the Plan.

 

9.The Participant acknowledges and agrees that the Company may be merged, or acquired or sold to a third party, and in such case, by signing this Agreement, the Participant grants the Board, or anyone on behalf of the Board, the right to sign on behalf of such Participant any document or agreement reasonably necessary, in the Board’s discretion, in order to consummate such acquisition, merger or sale.

 

10.Participant hereby confirms that he /she is aware of the provisions of Section 102 (the updated Section 102 is attached hereto as Schedule A) and the applicable Tax Method.

 

11.Participant shall not exercise shares (as such term is defined in Section 102) before the Release Term.

 

12.Participant agrees to the terms in the Trust Agreement (attached hereto as Schedule B).

 

13.Participant agreed to execute on the Effective Date the form of exercise notice (attached hereto as Schedule C) and the irrevocable proxy form (attached hereto as Schedule D).

 

Sincerely yours,

 

     
Jeffs’ Brands Ltd   [Printed Name of Participant]

 

By:     Name:  
         
Title:      

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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-23-

 

-24-

 

 

Exhibit A-2

 

[Form of Option Grant Letter Agreement [Section 3(i)]]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

-25-

 

 

Award Grant Agreement

 

This letter agreement (the “Agreement”) is made as of _______, 202__ (the “Effective Date”), by and among Jeffs’ Brands Ltd Number 516356763 (the “Company”), an Israeli Company with its main place of business at 7 Alumot St., Omer 8496500, Israel, and [____________], an Israeli citizen, I.D number [_______] (the “Participant”).

 

WhereasThe Company adopted an Incentive Option Plan (together with applicable Appendixes, the “Plan”), a copy of which was reviewed by the Participant; and

 

WhereasThe Company resolved to provide the Participant an Option Grant (as defined below), subject to the terms and conditions herein; and

 

NOW, THEREFORE, it is agreed as follows:

 

14.All terms not defined herein shall have the meaning ascribed to them in the Plan.

 

15.The Company resolved to grant certain awards (the “Award Grant”), as Options to subscribe for Ordinary shares

 

16.The terms of the Option Grant are as follows:

 

16.1.Date of Grant: [   ]

 

16.2.Number of Options: [   ]

 

16.3.Tax Route: Section 3(i) of the Income Tax Ordinance

 

16.4.Vesting Schedule: in accordance with the Plan.

 

16.5.Vesting Commencement Date: [   ]

 

16.6.Exercise Price per Option: [   ]

 

16.7.Date of Expiration: in accordance with the Plan.

 

17.The Award Grant is conditioned upon, and shall not become effective unless and until the Participant agreeing to the terms of this Agreement.

 

18.Contact details and personal details of the Participant as supplied by it:

 

18.1.Full name: __________.

 

18.2.Identification number: _____________.

 

18.3.Address: ______________.

 

18.4.Telephone (home): _________.

 

18.5.Cellular Phone: ____________.

 

18.6.Facsimile: __________.

 

18.7.E-mail: ____________.

 

19.The grant is made in accordance with the terms of the Plan.

 

20.Prior to signing this Agreement Participant had the reasonable opportunity to review the Plan and consult with his / her advisors (such advisors shall not include the Company or anyone on the Company’s behalf) as Participant deemed fit.

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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21.Participant hereby confirms that he /she received reasonable opportunity to review the Plan and understand its terms, and that Participant agrees to the terms and provisions of the Plan.

 

22.The Participant acknowledges and agrees that the Company may be merged, or acquired or sold to a third party, and in such case, by signing this Agreement, the Participant grants the Board, or anyone on behalf of the Board, the right to sign on behalf of such Participant any document or agreement reasonably necessary, in the Board’s discretion, in order to consummate such acquisition, merger or sale.

 

23.Participant agreed to execute on the Effective Date the form of exercise notice (attached hereto as Schedule A) and the irrevocable proxy form (attached hereto as Schedule B).

 

Sincerely yours,

 

     
Jeffs’ Brands Ltd   [Printed Name of Participant]

 

By:     Name:  
         
Title:      

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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Exhibit B

 

[Form of Exercise Notice]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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Exercise Notice

 

To: Jeffs’ Brands Ltd (the “Company”)

 

Attention: Secretary, CEO

 

1.Exercise of Option. Effective as of today, _________, 202__, I the undersigned (“Participant”) hereby elects to exercise Participant’s option to _________ Shares, each of no par value of the Company (hereinafter the: “Shares”), under and pursuant to the Company’s 2022 Incentive Option Plan (the “Plan”) and the Option Grant Letter Agreement dated ________, 202__ (the “Option Agreement”).

 

2.Delivery of Payment. Participant herewith delivers to the Company the full payment for the Shares, as set forth in the Option Agreement.

 

3.Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

 

4.Rights as Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Shares, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance of the Shares.

 

5.Waiver of Rights. The Participant hereby waives any of the following rights to the extent such rights are attached to the Shares: (i) pre-emptive rights in relation to issuance of new securities in the Company; (ii) rights of first refusal in relation with any sale of shares of the Company; (iii) co-sale rights in relation with any sale of shares of the Company

 

5.Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company or any Related Entity for any tax advice.

 

Submitted by:

PARTICIPANT

 

Signature:    
     
Print Name:    
     
Address:    

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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Exhibit C

 

[Form of Irrevocable Proxy]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

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Irrevocable Proxy

 

The undersigned holder, being an Employee or service provider of Jeffs’ Brands Ltd (the “Company”), an Israeli corporation, or a subsidiary thereof, who holds (or will hold, after exercising options to purchase the Company’s Ordinary Shares) Ordinary Shares of the Company (the “Shares”), hereby appoint the Company’s Secretary (or another person, in the Company’s discretion) (the “Proxy Holder”) as my proxy to vote for me and on my behalf at shareholders meetings of the Company with respect to the Shares. The Proxy Holder is hereby appointed as my true and lawful proxy and attorney-in-fact, with full power of substitution and revocation, to attend meetings of the shareholders of the Company to be held at any time, or any continuation or adjournment thereof, to vote or take action by written consent with respect to the Shares, on all matters as the Proxy Holder shall determine in its discretion, including, without limitation, shareholders meetings, shareholders actions by written consent and waivers. In addition, the undersigned hereby appoint the Proxy Holder as my true and lawful proxy and attorney-in-fact, with full power of substitution, to receive all notices to which I am entitled to by virtue of contract or the Company’s Articles of Association. Furthermore, the undersigned hereby appoint the Proxy Holder as my exclusive true and lawful proxy and attorney-in-fact, with full power of substitution, to request from the Company and to receive all information or documentation which I am entitled to by virtue of contract, the Company’s Articles of Association or applicable law, as the Proxy Holder shall deem fit in its discretion.

 

This Proxy is irrevocable, for an indefinite time, or until another date as determined by the Company’s Compensation Committee or Board. Notwithstanding the foregoing, this Proxy shall terminate automatically upon the consummation of an initial public offering of the Company’s securities. The undersigned further agrees that this proxy is coupled with an interest.

 

In the case that the Shares shall be held for my benefit by a trustee (the “Trustee”), then this Proxy shall act as irrevocable instructions in writing to the Trustee, so the Trustee shall perform all of the above with respect to the Shares.

 

This Irrevocable Proxy shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles.

 

This Irrevocable Proxy is effective as of ______, 202__.

 

   
Signature  
     
Name:    
     
Date:    
     
Witness:    
     
Witness Name:    

 

Jeffs’ Brands Ltd – 2022 Incentive Option Plan

 

 

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Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Jeffs’ Brands Ltd

(Exact Name of Registrant as Specified in its Charter)

 

Newly Registered Securities

 

   Security Type  Security Class Title  Fee Calculation 

Amount Registered (1)(2)

   Proposed Maximum Offering Price Per Share (3)   Proposed Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee 
Newly Registered Securities
Fees to Be Paid  Equity  Ordinary Shares, no par value (3)  Rule 457(h)   1,307,027   $1.095   $1,431,194.56   $.00011020   $157.72 
   Total Offering Amounts        $1,431,194.56        $157.72 
   Total Fees Previously Paid                  $

902.14

 
   Total Fee Offsets                  $

157.72

(4)
   Net Fee Due                  $

0

 

 

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

 

(2) Represents ordinary shares of the Company, no par value per share (“Ordinary Shares”), reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration Statement relates.
   
(3) The fee is based on the number of Ordinary Shares which may be issued under the Registrant’s 2022 Incentive Option Plan that this Registration Statement on Form S-8 relates to and is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high ($1.1700) and low ($1.0200) sales price of the Ordinary Shares as reported on the Nasdaq Capital Market on January 3, 2022.
   
(4)

The registration statement fee due with this registration statement is being offset from the excess fee paid in the amount of $902.14 paid with respect to the Registrant’s Registration Statement on Form F-1 (No. 333-262835). The remaining $744.42 will be carried forward to the Registrant's subsequent registration statements.