SEC Form PRE 14A filed by Vascular Biogenics Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __)

Notable Labs, Ltd.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PRELIMINARY PROXY – SUBJECT TO COMPLETION

Notable Labs, Ltd.

320 Hatch Drive

Foster City, CA 94404

February [●], 2024

Dear Fellow Shareholders:

You are cordially invited to attend the Special Meeting of Shareholders of Notable Labs, Ltd., which will be held on Friday, March 22, 2024, at 10:00 a.m. local time at the company’s offices located at 320 Hatch Drive, Foster City, California 94404. The Notice of Special Meeting and Proxy Statement which follow describe the business to be conducted at the meeting.

Whether or not you plan to attend the Special Meeting in person, it is important that your shares be represented and voted. After reading the attached Notice of Special Meeting and Proxy Statement, I urge you to complete, sign, date and return your proxy card in the envelope provided or vote by one of the other means provided in the Proxy Statement.

Your vote is very important, and we will appreciate a prompt return of your signed proxy card or other voting instructions. We hope to see you at the meeting.

NOTABLE LABS, LTD.

320 Hatch Drive

Foster City, CA 94404

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Our Shareholders:

A Special Meeting of Shareholders of NOTABLE LABS, LTD. (the “Company”) will be held on Friday, March 22, 2024, at 10:00 a.m., local time, at the company’s offices located at 320 Hatch Drive, Foster City, CA 94404, in order to:

The Board of Directors has fixed the close of business on February 9, 2024, as the record date for the meeting. All shareholders of record on that date are entitled to notice of and to vote at the meeting.

Foster City, California

February [●], 2024

NOTABLE LABS, LTD.

320 Hatch Drive

Foster City, CA 94404

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Notable Labs, Ltd. (“Notable”, the “Company”, “we” or “our”) to be voted at a Special Meeting of Shareholders (the “Meeting”), and at any adjournment thereof, pursuant to the accompanying Notice of Special Meeting of Shareholders. The Meeting will be held at 10:00 a.m. (Pacific time) on Friday, March 22, 2024, at our offices 320 Hatch Drive, Foster City, CA 94404.

You are entitled to notice of, and to vote at, the Meeting if you hold Notable ordinary shares, nominal value of NIS 0.35 (the “Ordinary Shares”) as of the close of business on February 9, 2024, the record date for the Meeting. You can vote your shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.

This Proxy Statement, the attached Notice of Special Meeting of Shareholders and the proxy card or voting instruction card are being made available to holders of Notable Ordinary Shares on or about February [●], 2024.

Agenda Items

The Meeting is being called for the following purposes:

Board Recommendation

Our Board unanimously recommends that you vote “FOR” each of the above proposals.

Quorum

On February 9, 2024, we had [●] Ordinary Shares issued and outstanding. Each Ordinary Share outstanding as of the close of business on February 9, 2024 (the “Record Date”), is entitled to one vote upon the proposal to be presented at the Meeting. Pursuant to our Articles of Association, the Meeting will be properly convened if at least one (1) shareholder who holds or represents at least 33 1/3% of the voting rights of the Company as of the Record Date is present in person or represented by proxy at the Meeting in order to hold the Meeting and conduct business.

Vote Required for Approval of the Proposals

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon (which excludes abstentions) is necessary for the approval of all proposals.

In addition, the approval of Proposals Nos. 1 and 4 and in addition, Proposal No. 2 in the event that Proposal 4 is not approved, require that either of the following two voting requirements be met in addition and on top of the approval by an ordinary majority of shares present and voting thereon:

For purposes of the foregoing, a “controlling shareholder” is any shareholder that has the ability to direct a company’s activities (other than by means of being a director or officer of the company). A person is presumed to be a controlling shareholder if it holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of a company or its general manager, but excludes a shareholder whose power derives solely from his or her position as a director of the Company or from any other position with the company.

For the purpose of Proposals Nos. 1 and 4 and in addition, Proposal No. 2 in the event that Proposal 4 is not approved, a “controlling shareholder” includes a person who holds twenty-five percent (25%) or more of the voting rights in the Meeting of the Company if there is no other person who holds more than fifty percent (50%) of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in a company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders.

A “Personal Interest” of a shareholder (i) includes an interest of any member of the shareholder’s immediate family (i.e., spouse, sibling, parent, parent’s parent, descendent, the spouse’s descendent, sibling or parent, and the spouse of each of these) or an interest of an entity with respect to which the shareholder (or such a family member thereof) serves as a director or the chief executive officer, owns at least five percent (5%) of the shares or its voting rights or has the right to appoint a director or the chief executive officer; and (ii) excludes an interest arising solely from the ownership of shares of the company. In determining whether a vote cast by proxy is disinterested, the “personal interest” of the proxy holder is also considered and will cause that vote to be treated as the vote of an interested shareholder, even if the shareholder granting the proxy does not have a personal interest in the matter being voted upon.

If you do not state whether you are a controlling shareholder or have a personal interest your shares will not be voted for Proposals Nos. 1 and 4 and in addition, Proposal No. 2 in the event that Proposal 4 is not approved.

How You Can Vote

You can vote your shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for shares held as a record holder and shares held in “street name” (through a broker, trustee or nominee). Record holders of shares can vote by proxy cards. Holders of shares in “street name” will have to instruct their banks, brokers or other nominees on how to vote.

Shareholders of Record

If you are a shareholder of record (that is, you hold a share certificate that is registered in your name), you can submit your vote by completing, signing and submitting a proxy card, which will be accessible at the “Investor Relations” portion of the Company’s website, as described below under “Availability of Proxy Materials.” You may change your mind and cancel your proxy card by sending us written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting.

Please follow the instructions on the proxy card. If you provide specific instructions (by marking a box) with regard to the proposals, your shares will be voted as you instruct. If you sign and return your proxy card without giving specific instructions your shares will be voted in accordance with the recommendations of the Board. If you do not state whether you are a controlling shareholder or have a personal interest your shares will not be voted for Proposals Nos. 1 and 4 and in addition, Proposal No. 2 in the event that Proposal 4 is not approved. The persons named as proxies in the enclosed proxy card will furthermore vote in accordance with the recommendations of the Board on any other matters that properly come before the Meeting.

Shareholders Holding in “Street Name”

If you hold ordinary shares in “street name”, that is, you are an underlying beneficial holder who holds ordinary shares through a bank, broker or other nominee, the voting process will be based on your directing the bank, broker or other nominee to vote the ordinary shares in accordance with your voting instructions. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting.

If no instructions are received by the bank, broker or other nominee from you on or before the date established for such purpose with respect to “non-routine” proposals, the bank, broker or other nominee will not vote your shares (commonly referred to as a “broker non-vote”). If no instructions are received by the bank, broker or other nominee from you with respect to so-called “routine” proposals, it may vote at its discretion on that proposal. If you do not state whether you are a controlling shareholder or have a personal interest your shares will not be voted for Proposals Nos. 1 and 4 and in addition, Proposal No. 2 in the event that Proposal 4 is not approved.

Broker non-votes will be included in determining the presence of a quorum at the Meeting, but are not considered “present” for the purpose of voting on the particular proposals. Such shares have no impact on the outcome of the voting on any of the proposals.

Who Can Vote

You are entitled to notice of the Meeting and to vote at the Meeting if you are a shareholder of record at the close of business on February 9, 2024. You are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on February 9, 2024, or which appear in the participant listing of a securities depository on that date.

Solicitation of Proxies

Certain officers, directors, employees, and agents of the Company, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares.

Availability of Proxy Materials

Copies of the proxy card, the notice of the Meeting and this Proxy Statement are available in the “Investor Relations” section of our Company’s website, www.notablelabs.com. The contents of that website are not a part of this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Shareholder of Record: Shares Registered in Your Name

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and these proxy materials were sent directly to you by Notable.

Beneficial Owner of Shares Held in Street Name: Shares Registered in the Name of a Broker or Nominee

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and these proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. In most instances, you can do this over the internet, or you may mark, sign, date and mail your voting instruction form using the envelope your broker, bank or other nominee provides. The materials that were sent to you have specific instructions for how to submit your vote and the deadline for doing so. If you would like to revoke your proxy, you must follow the broker, bank or other nominee’s instructions on how to do so.

Because you are not the shareholder of record, you are required to obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Meeting.

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may:

Submitting your proxy, whether by telephone, through the internet or by mail, will not affect your right to vote in person should you decide to attend the meeting in person.

Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee

If you are not the shareholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. Your vote is important. To ensure that your vote is counted, complete and mail the voting instruction card provided by your brokerage firm, bank, or other nominee as directed by your nominee. To vote in person at the meeting, you will be required to obtain a legal proxy from your nominee. Follow the instructions from your nominee included with our proxy materials or contact your nominee to request a proxy form.

Your vote is important. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure that your vote is counted.

The telephone and internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly.

The question of whether your broker or nominee may be permitted to exercise voting discretion with respect to a particular matter depends on whether the Nasdaq Stock Market (the “Nasdaq”) deems the particular proposal to be a “routine” matter and how your broker or nominee exercises any discretion they may have in the voting of the shares that you beneficially own. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters.

For any proposal that is considered a “routine” matter, your broker or nominee may vote your shares in its discretion either for or against the proposal in the absence of your instruction. For a proposal that is considered a “non-routine” matter for which you do not give your broker instructions, the shares will be treated as broker non-votes. “Broker non-votes” occur when a broker or other nominee submits a proxy to vote on at least one “routine” proposal and indicates that it does not have, or is not exercising, voting authority on matters deemed “non-routine.” Broker non-votes will not be counted as having been voted on the applicable proposal. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the proposals in this proxy statement, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted. Abstentions and broker non-votes will not affect the outcome of any proposals.

As such, it is important that you provide voting instructions to your bank, broker or other nominee.

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon (which excludes abstentions) is necessary for the approval of all proposals.

In addition, the approval of Proposals 1, and 4 and in addition, Proposal No. 2 in the event that Proposal 4 is not approved, require that either of the following two voting requirements be met as part of the approval by an ordinary majority of shares present and voting thereon:

For purposes of the foregoing, a “controlling shareholder” is any shareholder that has the ability to direct a company’s activities (other than by means of being a director or officer of the company). A person is presumed to be a controlling shareholder if it holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of a company or its general manager, but excludes a shareholder whose power derives solely from his or her position as a director of the Company or from any other position with the company.

For the purpose of Proposals 1 and 4 and in addition, Proposal No. 2 in the event that Proposal 4 is not approved, a “controlling shareholder” includes a person who holds twenty-five percent (25%) or more of the voting rights in the Meeting of the Company if there is no other person who holds more than fifty percent (50%) of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in a company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders.

A “Personal Interest” of a shareholder (i) includes an interest of any member of the shareholder’s immediate family (i.e., spouse, sibling, parent, parent’s parent, descendent, the spouse’s descendent, sibling or parent, and the spouse of each of these) or an interest of an entity with respect to which the shareholder (or such a family member thereof) serves as a director or the chief executive officer, owns at least five percent (5%) of the shares or its voting rights or has the right to appoint a director or the chief executive officer; and (ii) excludes an interest arising solely from the ownership of shares of the company. In determining whether a vote cast by proxy is disinterested, the “personal interest” of the proxy holder is also considered and will cause that vote to be treated as the vote of an interested shareholder, even if the shareholder granting the proxy does not have a personal interest in the matter being voted upon.

If you do not state whether you are a controlling shareholder or have a personal interest your Shares will not be voted for Proposal No. 2.

If you are the shareholder of record, you may change your vote by:

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Brokers with account holders who are Notable shareholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Notable that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, you may (1) notify your broker, (2) direct your written request to: Corporate Secretary, Notable Labs, Ltd., 320 Hatch Drive, Foster City, CA, 944041 or (3) contact our Corporate Secretary by email at [email protected] or by telephone at (415) 851-2410. Shareholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a shareholder at a shared address to which a single copy of the documents was delivered.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our Ordinary Shares, as of December 31, 2023, by:

The beneficial ownership of our ordinary shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. For purposes of the table below, we deem Ordinary Shares issuable pursuant to options that are currently exercisable or exercisable within 60 days of December 31, 2023, to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of Ordinary Shares beneficially owned is based on 9,018,261 Ordinary Shares outstanding as of December 31, 2023.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Notable Labs, Ltd., 320 Hatch Drive, Foster City, CA 94404.

*Less than 1%

(1) Consists of 968,113 Ordinary Shares and a warrant to purchase up to 34,141 Ordinary Shares. The address of B Capital Fund II, LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, George Town, Grand Cayman, KY-1104, Cayman Islands.

(2) Consists of: (i) 132,980 Ordinary Shares and a warrant to purchase up to 2,053 Ordinary Shares owned by Builders VC Entrepreneurs Fund I, L.P.; (ii) 305,306 Ordinary Shares and a warrant to purchase up to 4,713 Ordinary Shares owned by Builders VC Fund I (Canada), L.P.; and
(iii) 1,846,324 Ordinary Shares and a warrant to purchase up to 28,498 Ordinary Shares owned by Builders VC Fund I, L.P. The address of Builders VC is 601 California Street, Suite, 700, San Francisco, CA 94108.

(3) Consists of 81,377 Ordinary Shares underlying options exercisable within 60 days of December 31, 2023.

(4) Consists of 20,394 Ordinary Shares underlying options exercisable within 60 days of December 31, 2023.

(5) Consists of 2,467 Ordinary Shares underlying options exercisable within 60 days of December 31, 2023.

(6) Consists of104,238 Ordinary Shares underlying options exercisable within 60 days of December 31, 2023.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program and Philosophy

Our compensation program is intended to:

The ultimate objective of our compensation program is to increase shareholder value. We seek to achieve these objectives with a total compensation approach which takes into account a competitive base salary, bonus pay based on the annual performance of the Company and individual goals and equity incentive awards.

The Board’s Compensation Committee, which is comprised solely of independent directors, is responsible for making decisions regarding the amount and form of compensation paid to the Company’s executive officers.

Base Salaries

Base salaries paid to executives are intended to attract and retain highly talented individuals. In setting base salaries, individual experience, individual performance, the Company’s performance and job responsibilities during the year are considered. Executive salaries are evaluated by the Compensation Committee on at least a bi-annual basis against companies of similar size and nature.

Annual Bonus Plan Compensation

The Company intends to establish an annual bonus program for the payment of cash and/or equity awards to some or all of the executive officers and other members of senior management based upon the Company’s achievement of technical milestones, and potentially other financial and personal metrics.

Equity Incentive Awards

Company executives are eligible to receive restricted stock and stock options (which give them the right to purchase shares of common stock at a specified price in the future). These grants will vest based upon the passage of time, the achievement of performance metrics, or both. We believe that the use of restricted stock and stock options as the basis for long-term incentive compensation meets our defined compensation strategy and business needs by achieving increased value for stockholders and retaining key employees.

Stock option awards are intended to attract and retain highly talented executives, to provide an opportunity for significant compensation when overall Company performance is reflected in the stock price and to help align executives’ and shareholders’ interests. Stock options are typically granted at the time of hire to key new employees and annually to a broad group of existing key employees, including executive officers. We have adopted a number of equity compensation plans governing the grant of such stock options. All of our current equity compensation plans have been approved by our shareholders.

Option grants to executive officers are made at the discretion of the Board or the Compensation Committee and any delegated parties, and may be in the form of incentive stock options (“ISOs”) up to the fullest extent permitted under tax laws, with the balance granted in the form of nonqualified stock options. The option grants are subject to the terms of the relevant plan. ISOs have potential income tax advantage for executives if the executive disposes of the acquired shares after satisfying certain holding periods. Tax laws provide that the aggregate grant at date of grant for market value of ISOs that become exercisable for any employee in any year may not exceed $100,000.

Our current practice for options issued to all employees and to non-employee directors is typically to issue options that vest over a period of four years with an initial one-year cliff, and carry a term of up to ten years.

We did not make grants of restricted stock or stock options to any Named Executives during our 2023 fiscal year.

Other Annual Compensation and Benefits

Although direct compensation, in the form of salary, bonuses, non-equity incentive awards and long-term equity incentive awards provide most of the compensation to each executive officer, we also provide for the following items of additional compensation:

Summary of Compensation

Summary Compensation Table

The following table discloses, for the years indicated, the compensation for (i) our Chief Executive Officer and any other person who served as our Chief Executive Officer in 2023, (ii) our executive officers, other than the Chief Executive Officer, who were serving as executive officers at the end of the year ended December 31, 2023 and whose total compensation during the year ended December 31, 2023 exceeded $100,000 and (iii) any person who served as an executive officer in 2023 and would have been one of our two most highly compensated executive officers, other than the Chief Executive Officer, but for the fact that he or she was not an executive officer at the end of the year ended December 31, 2023 (collectively, the “Named Executives”).

(1) Amounts represent the aggregate grant date fair value of the stock and option awards granted to the Company’s named executive officers during the corresponding fiscal year, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718.

(2) For Prof. Harats, 2023 All Other Compensation consists of $961,923 severance pay, $25,815 for a car provided by the Company, $26,447 for tax gross up for the car, $295 for phone services provided to the Company’s executives, as well as $3,156 for security services. For Mr. Backenroth, 2023 All Other Compensation consists of $410,000 of severance pay.

(3) Mr. McPherson joined Notable on March 1, 2023.

(4) Resigned on October 16, 2023, in connection with the Company’s merger with Notable Labs, Inc.

Employment, Termination, Change of Control and other Agreements

Thomas Bock. Pursuant to his amended and restated employment agreement, dated April 30, 2021 (the “Bock Agreement”), Dr. Bock is entitled to an annualized base salary of $380,000 (which was most recently increased to $391,400 by Notable Labs, Inc.’s board of directors on July 28, 2022), payable in substantially equal periodic installments in accordance with Notable’s payroll practices. In addition, Dr. Bock is entitled to, subject to employment by Notable on the applicable date of bonus payout, an annual target discretionary bonus equal to 30% of his annual base salary, payable at the discretion of the Board, based upon metrics to be mutually agreed upon by Dr. Bock and the Board. Under the terms of the Bock Agreement, Dr. Bock was eligible to receive a cash bonus of $37,500 upon the closing of a transaction with either or both of OnKure, Inc. (“OnKure”) or CicloMed and a cash bonus in the amount of $100,000 upon the closing by Notable of a strategic M&A transaction or a single “in-licensing” transaction (other than with OnKure or CicloMed) approved by the Board during the term of the Bock Agreement., both of which have been earned by Dr. Bock and paid out to him. Pursuant to the Bock Agreement, Dr. Bock is also eligible to receive healthcare benefits as may be provided from time to time by Notable to its employees generally, and to receive paid time off annually in accordance with Notable’s policies in effect from time to time. Additionally, the Bock Agreement provides Dr. Bock with a monthly travel expense allowance of $1,000 and reimbursement for ordinary and reasonable out-of-pocket business expenses incurred by him in furtherance of Notable’s business.

Under the terms of the Bock Agreement, in the event that Dr. Bock’s employment is terminated other than for Cause, or Dr. Bock terminates his employment for Good Reason (each as defined in the Bock Agreement), then, in addition to the accrued obligations and the bonus (if deemed earned), Dr. Bock shall receive the following, subject to his execution of a release:

Joseph Wagner. Pursuant to his employment agreement, dated June 15, 2020 (the “Wagner Agreement”), Dr. Wagner is entitled to an annual base salary of $300,000 (which was most recently increased to $339,900 by Notable Labs, Inc.’s board of directors on July 28, 2022), payable in substantially equal periodic installments in accordance with Notable’s payroll practices. In addition, Dr. Wagner is entitled to receive, subject to employment by Notable on the applicable date of bonus payout, an annual target discretionary bonus equal to 25% of his annual base salary, payable at the discretion of the Board, based upon metrics to be mutually agreed upon by Dr. Wagner and Notable’s Chief Executive Officer. Pursuant to the Wagner Agreement, Dr. Wagner is also eligible to receive healthcare benefits as may be provided from time to time by Notable to its employees generally, and to receive paid time off annually in accordance with Notable’s policies in effect from time to time. Additionally, the Wagner Agreement provides that Dr. Wagner is eligible to receive reimbursement for ordinary and reasonable out-of-pocket business expenses incurred by him in furtherance of Notable’s business.

Under the terms of the Wagner Agreement, in the event that Dr. Wagner’s employment is terminated other than for Cause, or Dr. Wagner terminates his employment for Good Reason (each as defined in the Wagner Agreement), then, in addition to the accrued obligations and the bonus (if deemed earned), Dr. Wagner shall receive the following, subject to his execution of a release:

The Wagner Agreement further provides that, in the event that his employment is terminated by Notable without Cause or by him for Good Reason, and such termination occurs within the 12-month period following a Change of Control (as defined in the Wagner Agreement), or 90 days preceding the earlier to occur of a Change of Control or the execution of a definitive agreement the consummation of which would result in a Change of Control, then in lieu of the payments and benefits described above, Dr. Wagner shall be entitled to receive, subject to his execution and non-revocation of a release in favor of Notable, (i) a lump sum cash payment equal to three months of his then current base salary, (ii) full acceleration of all time-based stock options and other time-based stock-based awards held by Dr. Wagner, and the time Dr. Wagner has to exercise any time-based equity interests shall be extended for 12 months following his date of termination, and (iii) Notable shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to Dr. Wagner at the time of Dr Wagner’s termination with the cost of the premium for such benefits paid by Notable, until the earlier to occur of: (i) three months following Dr. Wagner’s termination date, or (ii) the date Dr. Wagner becomes eligible for medical benefits with another employer.

Scott A. McPherson. Scott A. McPherson is acting as Notable’s Chief Financial Officer, pursuant to the engagement letter, dated March 1, 2023 (the “McPherson Agreement”), with McPherson CPA, PLLC pursuant to which it is entitled to an initial retainer of $5,000 and a monthly fee (based on time spent at a rate of $300 per hour, plus out-of-pocket costs), which will be payable by Notable to McPherson CPA, PLLC on presentment of such billed fees in accordance with Notable’s practices. Mr. McPherson is individual responsible for supervising and conducting the engagement in connection with the McPherson Agreement.

Executive Pay Versus Performance

We are required by SEC rules to disclose the following information regarding compensation paid to our Named Executives. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (3) through (5) below set forth the adjustments from the Total Compensation for each Named Executive reported in the Summary Compensation Table above.

The following table sets forth additional compensation information for our Chief Executive Officer, who is our principal executive officer (PEO), our former Chief Executive Officer, and our non-PEO Named Executives (NEOs), along with total shareholder return and net income results for fiscal years 2023 and 2022.

PAY VERSUS PERFORMANCE

(1) Non-PEO named executive officers during the applicable years are: (i) 2022 – Joseph Wagner and Sam Backenroth; and (ii) 2023 – Joseph Wagner, Scott McPherson and Sam Backenroth.

(2) Net income (Loss) for 2023 has not yet been determined. Net income (Loss) for 2022 represents Net income (Loss) of Notable Labs, Inc.

(3) Represents the Summary Compensation Table Total for Dr. Bock for 2022 and 2023 adjusted as follows:

(4) Represents the Summary Compensation Table Total for Mr. Harats for 2022 and 2023 adjusted as follows:

(5) Represents the average Summary Compensation Table Total for the applicable executives described in footnote (1) above for 2022 and 2023 adjusted as follows:

Supplemental Pay Versus Performance Tables

The following table illustrates the relationship between the Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the PEO and the average Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the non-PEO NEOs and the cumulative shareholder return of Notable Labs, Ltd. during 2022 and 2023.

The following table illustrates the relationship between the Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the PEO and the average Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the non-PEO NEOs and the net income of Notable Labs, Ltd. during 2022 (which represents the net income of Notable Labs, Inc.). Net income for 2023 has not yet been determined.

Non-Employee Director Compensation Policy

At the Company’s annual general meeting held on October 19, 2021, the Company’s shareholders approved the terms of the Non-Employee Directors New Compensation Scheme, effective as of the date of the said annual general meeting, which provides for the following:

In addition, the non-employee director compensation policy provides that, upon initial election to the Board, each non-employee director will be granted an equity grant equal to 0.1% of the Company’s capital on a fully diluted basis as of the date of grant. The initial grant will vest upon and in the manner approved by the compensation committee and the Board, but not less than two years until full vesting. Furthermore, each non-employee director who continues as a non-employee director will be granted an equity grant equal to 0.067% of the Company’s share capital on a fully diluted basis as of the date of grant. The annual grant will vest upon and in the manner approved by the compensation committee and the Board, but not less than two years until full vesting. Such awards are subject to full accelerated vesting upon the sale of the company.

The Company’s also reimburses all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the Board or any committee thereof. Employee directors do not receive additional compensation for their service as a director.

The following table discloses the compensation of the non-employee directors who served as our directors during the year ended December 31, 2023.

DIRECTOR COMPENSATION

(1) Reflects the fair value of a share grant computed in accordance with FASB ASC Topic 718, based on the applicable fair-market value on the date of grant.

(2) We utilize the grant date fair value using the Black-Scholes method as described in Note 9 to the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

(3) Resigned as a director on October 16, 2023, in connection with the Company’s merger with Notable Labs, Inc.

(4) Became a director on October 16, 2023, in connection with the Company’s merger with Notable Labs, Inc.

Hedging Policy

We generally do not permit our Board, executive officers and employees to engage in the trading of derivative securities, short sales, transactions in put and call options, hedging transactions, pledges, or other inherently speculative transactions relating to our equity securities.

Outstanding Equity Awards at December 31, 2023

The following table sets forth specified information concerning outstanding equity incentive plan awards for each of the named executive officers outstanding as of December 31, 2023.

(1) 25% of the options vest 12 months after the vesting commencement date and 1/36^th of the remaining options vest on each of the next 36 monthly anniversaries thereafter, provided that the named executive officer remains in continuous service as of the applicable vesting date. The vesting commencement dates are as follows: 4/30/2021 and 9/1/2020 for Dr. Bock, and 9/20/2021 and 6/15/2020 for Dr. Wagner.

(2) Mr. McPherson has not received any equity compensation.

PROPOSAL 1

APPROVAL OF NOTABLE LABS, LTD. EMPLOYEE SHARE OWNERSHIP AND OPTION PLAN (2024)

Reason for the Proposal

We are asking shareholders to approve the Employee Share Ownership and Option Plan (2024) (the “2024 Plan”) so that we may continue to attract and retain outstanding performers using the types of equity compensation awards prevalent among publicly-traded companies and to satisfy the NASDAQ listing requirements related to the adoption of equity incentive plans.

The Board and management believe that being able to offer equity awards as one element of our total compensation serves as an effective vehicle for helping align shareholder interest with employees’ interests. The Board and management also believe that being able to offer equity awards is important to recruiting and retaining high performing employees, consultants and directors and as such, the Board believes that the approval of the equity plan is in the best interest of shareholders and important to the future success of the Company. The Board believes that reserving 4,000,000 Ordinary Shares, which number shall be increased automatically on an annual basis on January 1 of each year (unless resolved otherwise by the Board), such that the number of Ordinary Shares issuable under the 2024 Plan shall equal 35% of the Company’s issued and outstanding share capital on a fully diluted basis, is necessary for the Company to attract, motivate and retain qualified employees, officers and directors.

The Company currently has two equity incentive plans: (i) the Employee Share Ownership and Option Plan (2014) (the “2014 Plan”), which will expire with respect to grants to U.S. citizens in June 2024 except with respect to equity awards outstanding under the 2014 Plan (which will remain outstanding according to their terms) and (ii) the Inducement Plan (2022) (the “Inducement Plan”), which is to be exclusively for grants of awards to individuals who were not previously employees or non-employee directors.

Description of the 2024 Plan

The following is a summary of the principal features of the 2024 Plan, as approved by the Board on January 31, 2024, subject to shareholder approval. This summary is not a complete description of all of the provisions of the 2024 Plan and is qualified in its entirety by the specific language of the 2024 Plan. A copy of the 2024 Plan is provided as Appendix A to this Proxy Statement.

Background and Purpose of the 2024 Plan

The 2024 Plan permits the grant of the following types of incentive awards: (1) stock options, (2) share appreciation rights, (3) restricted shares, and (4) restricted share units (individually, each an “Award”). The 2024 Plan is intended to attract and retain (1) employees of the Company and its subsidiaries, (2) consultants who provide significant services to the Company and its subsidiaries, and (3) directors of the Company who are not employees of the Company or any subsidiary. The 2024 Plan is also intended to encourage share ownership by employees, directors, and consultants, thereby aligning their interests with those of the Company’s shareholders. As defined in the 2024 Plan and used in the description below, “Shares” refers to the Company’s Ordinary Shares.

Administration of the 2024 Plan

The 2024 Plan may be administered by the Board, though the 2024 Plan permits the Board to designate a committee to administer the 2024 Plan. Subject to the terms of the 2024 Plan and applicable law, the Board, or any committee designated by the Board, will have full power and authority to interpret and construe all provisions of the 2024 Plan, any award, and any award agreement and take all actions and to make all determinations required or provided for under the 2024 Plan, any award, and any award agreement, including the authority to:

The Board may amend, suspend, or terminate the 2024 Plan at any time; provided that with respect to awards that are granted under the 2024 Plan, no amendment, suspension, or termination may materially impair the rights of the grantee without such grantee’s consent. The Company’s shareholders must approve any amendment if such approval is required by the Board or applicable law.

Number of Ordinary Shares Available Under the 2024 Plan

The total number of Shares available for issuance under the 2024 Plan is 4,000,000, and such number shall be increased automatically on an annual basis on January 1 of each year (unless resolved otherwise by the Board), such that the number of Shares issuable under the 2024 Plan shall equal 35% of the Company’s issued and outstanding share capital on a fully diluted basis. Shares granted under the 2024 Plan may be either authorized but unissued Shares or treasury Shares. The maximum number of Shares that may be issued under the 2024 Plan pursuant to incentive stock options is 4,000,000, or such greater number Shares as may be reserved under the 2024 Plan.

If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to full value awards, is forfeited to or repurchased by the Company, the unpurchased (or forfeited or repurchased, as applicable) Shares that were subject to the Award will become available for future grant or sale under the 2024 Plan. Upon exercise of a share appreciation right settled in Shares, the gross number of Shares covered by the portion of the Award that is exercised will cease to be available under the 2024 Plan. Shares that actually have been issued under the 2024 Plan under any Award will not be returned to or become available for future distribution under the 2024 Plan; provided, however, that if unvested Shares of any full value awards are repurchased by the Company or are forfeited to the Company, those Shares will become available for future grant under the 2024 Plan. Shares used to pay the exercise or purchase price of an Award and/or to satisfy the tax withholding obligations related to an Award will not become available for future grant or sale under the 2024 Plan. To the extent an Award is paid out in cash rather than Shares, such cash payments will not reduce the number of Shares available for issuance under the 2024 Plan. Shares actually issued pursuant to Awards transferred under any exchange program to reprice options or share appreciation rights will not become available for grant under the 2024 Plan.

If the Company experiences a share dividend, reorganization, or other change in capital structure, the Board, or the committee designated by the Board will, in such manner as it determines is equitable, adjust the number and class of Shares available for issuance under the 2024 Plan, the outstanding Awards, and the per-person limits on Awards, as appropriate to reflect the share dividend or other change.

Fair Market Value Determination

For so long as our Shares remain listed on NASDAQ (or any other established securities exchange), the fair market value of a share of common stock will be the closing price for a share as reported on such exchange for such date. If there is no reported closing price on such date, the fair market value of a share of common stock will be the closing price of a share of common stock on the next preceding date on which any sale of common stock was reported.

On February [●], 2024, the closing price of our common stock as reported on NASDAQ was $[●] per Share. If the Shares are not listed on an established securities exchange, the Board will determine the fair market value by the reasonable application of a reasonable valuation method, in a manner consistent with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

No Repricing

Except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or stock appreciation right, including by replacement with or substitution of another award type, that would reduce the exercise price of the stock option or stock appreciation right or would replace any stock option or stock appreciation right with an exercise price above the current market price with cash or another security, in each case without the approval of our shareholders (although appropriate adjustments may be made to outstanding stock options to achieve compliance with applicable law, including the Code).

Eligibility to Receive Awards

The Board selects the employees, consultants, and directors who will be granted Awards under the 2024 Plan. The actual number of individuals who will receive Awards cannot be determined in advance because the Board has the discretion to select the participants. Accordingly, except as set forth in the New Plan Benefits table below, it is not possible as of the date of this Proxy Statement to determine the nature or amount of any awards under the 2024 Plan that may be subject to future grants to employees, officers, directors, consultants, and advisers of the Company and its affiliates. As of February 2, 2024, approximately 40 of our employees, directors and consultants would be eligible to participate in the 2024 Plan.

Stock Options

A stock option is the right to acquire Shares at a fixed exercise price for a fixed period of time. Under the 2024 Plan, the Board may grant nonqualified stock options and/or incentive stock options (which entitle employees, but not the Company, to more favorable tax treatment). Incentive stock options, however, are only available to employees of the Company and its affiliates. The Board will determine the number of Shares covered by each option and the type of option granted.

The exercise price of the Shares subject to each option is set by the Board but cannot be less than 100% of the fair market value (on the date of grant) of the Shares covered by the option in order to be an incentive stock option and/or to be exempt from Section 409A of the Code. To the extent an option is granted with an exercise price less than 100% of the fair market value (on the date of grant), such Award will be granted in compliance with Section 409A of the Code. Options that the Board grants in substitution for options held by employees of companies that the Company acquires may also have exercise prices that are less than 100% of the fair market value on the date of grant (in which case the exercise price preserves the economic value of the employee’s cancelled option from his or her former employer). In addition, the exercise price of an incentive stock option must be at least 110% of fair market value if (on the grant date) the participant owns stock possessing more than 10% of the total combined voting power of all classes of shares of the Company or any of its subsidiaries. The aggregate fair market value of the Shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. The exercise price of each option must be paid in full in cash (or cash equivalent) at the time of exercise. The Board also may permit payment through the tender of Shares that are already owned by the participant, or by any other means that the Board determines to be consistent with the purpose of the 2024 Plan.

Options become exercisable at the times and on the terms established by the Board. The Board also establishes the time at which options expire, but the expiration may not be later than 10 years after the grant date. In addition, a participant who owns stock possessing more than 10% of the total combined voting power of all classes of shares of the Company or any of its subsidiaries may not be granted an incentive stock option that is exercisable after five years from the option’s grant date.

Share Appreciation Rights

Share appreciation rights (“SARs”) are awards that grant the participant the right to receive an amount (in the form of cash, Shares of equal value, or a combination thereof, as determined by the Board) equal to (1) the number of shares exercised, times (2) the amount by which the Company’s share price exceeds the exercise price. The exercise price is set by the Board but cannot be less than 100% of the fair market value of the covered Shares on the grant date. A SAR may be exercised only if it becomes vested based on the vesting schedule established by the Board. SARs expire under the same rules that apply to options, meaning that the expiration may not be later than 10 years after the grant date.

Restricted Shares

Awards of restricted shares are Shares that vest in accordance with the terms and conditions established by the Board. In determining whether an Award of restricted share should be made, and/or the vesting schedule for any such Award, the Board may impose whatever conditions to vesting it determines to be appropriate.

A holder of restricted shares will have full voting rights, unless determined otherwise by the Board. A holder of restricted shares also generally will be entitled to receive all dividends and other distributions paid with respect to Shares; provided, however, that dividends and distributions generally will be subject to the same vesting criteria and transferability restrictions as the Shares upon which the dividend or distribution was paid.

Restricted Share Units

Restricted share units represent a right to receive Shares at a future date determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of restricted share units or the Shares issued in settlement of the Award, the consideration for which is furnished in the form of the participant’s service to the Company. In determining whether an Award of restricted share units should be made, and/or the vesting schedule for any such Award, the Board may impose whatever conditions to vesting it determines to be appropriate. Grantees of restricted share units will have no voting or dividend rights or other rights associated with ownership of our common stock, although the Company may award cash payments equal to the per share dividend paid in respect of the underlying shares on such units. The Company will settle restricted share units in the form of Shares.

Performance Goals

The Board (in its discretion) may make performance goals applicable to a participant with respect to the vesting schedule of any Award.

Limited Transferability of Awards

Awards granted under the 2024 Plan generally may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution. Notwithstanding the foregoing, the Board may permit an individual to transfer an Award to an individual or entity. Any transfer will be made in accordance with procedures established by the Board.

Amendment and Termination of the 2024 Plan

The Board generally may amend or terminate the 2024 Plan at any time and for any reason. However, no amendment, suspension, or termination may impair the rights of any participant without his or her consent.

Summary of U.S. Federal Income Tax Consequences

The U.S. federal income tax consequences of Awards under the 2024 Plan for participants and the Company will depend on the type of Award granted. The following description of tax consequences is intended only for the general information of shareholders. A grantee of an award under the 2024 Plan should not rely on this description and instead should consult his or her own tax advisor. Tax consequences for any particular individual may differ from that described herein.

Nonqualified Stock Options. No taxable income is reportable when a nonqualified stock option with an exercise price equal to the fair market value of the underlying share on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Subject to the limitations of Section 162(m) of the Code and to applicable reporting requirements, the Company will be entitled to a business expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income. Any taxable income recognized in connection with an option exercise by an employee of the Company is subject to tax withholding by the Company. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Incentive Stock Options. The grant of an incentive stock option will not be a taxable event for the participant or for the Company. A participant will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of the Shares received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the participant holds the Shares for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). We will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax treatment, the participant generally must be our employee or an employee of a subsidiary from the date the option is granted through a date within three months before the date of exercise of the option.

If all of the foregoing requirements are met except the holding period requirement mentioned above, the participant will recognize ordinary income upon the disposition of the Shares in an amount generally equal to the excess of the fair market value of the Shares at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. The Company will be allowed a business expense deduction to the extent the grantee recognizes ordinary income, subject to our compliance with Section 162(m) of the Code and to certain reporting requirements.

Share Appreciation Rights. No taxable income is reportable when a share appreciation right with an exercise price equal to the fair market value of the underlying share on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Shares. A participant who is awarded restricted shares will not recognize any taxable income for federal income tax purposes in the year of the Award, provided that the Shares are subject to restrictions (that is, the restricted shares are nontransferable and subject to a substantial risk of forfeiture). However, the participant may elect under Section 83(b) of the Code to recognize compensation income in the year of the Award in an amount equal to the fair market value of the Shares on the date of the Award (less the purchase price, if any), determined without regard to the restrictions. If the participant does not make such a Section 83(b) election, the fair market value of the Shares on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the participant and will be taxable and subject to withholding taxes in the year the restrictions lapse and any dividends paid while the Shares are subject to restrictions will be taxable and subject to withholding taxes whenever such dividends are received by the participant. If the Company complies with applicable reporting requirements and with the restrictions of Section 162(m) of the Code, the Company will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Restricted Share Units. The grant of restricted share units (including deferred share units) will not be a taxable event for the participant or the Company. A participant who receives restricted share units will recognize ordinary income in an amount equal to the fair market value of the shares issued to such participant at the end of the restriction period or, if later, the payment date. Subject to the limitations of Section 162(m) of the Code and to applicable reporting requirements, the Company will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Tax Effect for the Company. As previously discussed, the Company generally will be entitled to a tax deduction in connection with an Award under the 2024 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). However, special rules limit the deductibility of compensation paid to certain of our executive officers. Under Section 162(m) of the Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. The Board takes into account such deduction limitations when making Awards, but may issue Awards that are nondeductible to the Company.

Section 280G. To the extent payments which are contingent on a change in control of the Company are determined to exceed the limitations of Section 280G of the Code, they may be subject to a 20% nondeductible excise tax and the Company’s deduction with respect to the associated compensation expense may be disallowed in whole or in part.

Section 409A. Section 409A of the Code (“Section 409A”) provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2024 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

New Plan Benefits

The following table sets forth information with respect to grants under the 2024 Plan that are subject to shareholder approval thereof.

NEW PLAN BENEFITS

(1) Dollar value on February [●], 2024.

Registration with the SEC

If the 2024 Plan is approved by the shareholders, the Company intends to file a Registration Statement on Form S-8 relating to the 2024 Plan with the SEC pursuant to the Securities Act as soon as is practicable after such approval.

Required Vote

Approval of the 2024 Plan requires the affirmative vote of the holders of a majority of votes cast on the proposal. If shareholders do not approve the 2024 Plan, the Company will have no equity incentive plan under which it may grant future equity awards to existing officers and directors upon the expiration of the 2014 Plan, and will have only a limited number of Shares available for equity awards to individuals who were not previously employees or non-employee directors under the Inducement Plan.

In addition, the approval of Proposal 1 requires that either of the following two voting requirements be met as part of the approval by an ordinary majority of shares present and voting thereon:

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution at the Meeting:

“RESOLVED, that the Employee Share Ownership and Option Plan (2024) attached as Annex A to this Proxy Statement, as approved by the Board of Directors of the Company, be, and hereby is, approved by the shareholders of the Company and that an initial 4,000,000 of the Company’s ordinary shares, nominal value NIS 0.35 be reserved for issuance pursuant to the Employee Share Ownership and Option Plan (2024), and such number shall be increased automatically on an annual basis on January 1 of each year (unless resolved otherwise by the Board of Directors), such that the number of ordinary shares issuable under the Employee Share Ownership and Option Plan (2024) shall equal 35% of the Company’s issued and outstanding share capital on a fully diluted basis.”

Board Recommendation

The Board unanimously recommends a vote FOR the foregoing resolution approving the 2024 Plan.

PROPOSAL 2

APPROVAL OF AMENDMENT OF THE COMPENSATION TERMS OF THE CEO

Background

Under the Companies Law, the compensation committee and a company’s board of directors are responsible for approving the terms of employment or engagement of office holders (including the CEO) of a company in accordance with its approved compensation policy. In accordance with the Company’s compensation policy, we have analyzed market conditions of management salaries in the life sciences industry and have concluded that the Company is positioned in the lower half of the range, in most positions in the Company.

Our Compensation Committee and Board approved, subject to the approval of the shareholders, the increase of the annual (gross) compensation of Dr. Thomas Bock, a member of the Board and the CEO of the Company, under his employment agreement to $525,000, with an annual bonus target of up to 65% of Dr. Bock’s annual base salary, based on the framework set forth in this Proposal 2, as well as to issue Dr. Bock an equity grant under the 2024 Plan consisting of (i) an option to purchase 150,000 Ordinary Shares, which shall vest in two equal annual installments, and (ii) 400,000 restricted Ordinary Shares, which shall vest in four equal annual installments, subject in each case to Dr. Bock’s continuous service, and provide that vesting shall accelerate upon a change of control, and severance payments equal to 12 months of Dr. Bock’s then-current annual base salary, less all customary and required taxes and employment-related deductions and Notable will continue to provide Dr. Bock medical insurance coverage to the same extent that such insurance continues to be provided to Dr. Bock at the time of his termination with the cost of the premium for such benefits paid by Notable, until the earlier to occur of: (i) twelve months following Dr. Bock’s termination date, or (ii) the date Dr. Bock becomes eligible for medical benefits with another employer.

Under the Companies Law, the terms of service of a CEO of a public company, require the approval of the compensation committee, the board of directors and the shareholders.

Current Employment Agreement

Pursuant to his amended and restated employment agreement, dated April 30, 2021 (the “Bock Agreement”), Dr. Bock is entitled to an annualized base salary of $380,000 (which was most recently increased to $391,400 by Notable Labs, Inc.’s board of directors on July 28, 2022), payable in substantially equal periodic installments in accordance with Notable’s payroll practices. In addition, Dr. Bock is entitled to receive, subject to employment by Notable on the applicable date of bonus payout, an annual target discretionary bonus equal to 30% of his annual base salary, payable at the discretion of the Board, based upon metrics to be mutually agreed upon by Dr. Bock and the Board. Under the terms of the Bock Agreement, Dr. Bock is eligible to receive a cash bonus of $37,500 upon the closing of a transaction with either or both of OnKure, Inc. or CicloMed and a cash bonus in the amount of $100,000 upon the closing by Notable of a strategic M&A transaction or a single “in-licensing” transaction (other than with OnKure or CicloMed) approved by the Board during the term of the Bock Agreement., both of which have been earned by Dr. Bock and paid out to him. Pursuant to the Bock Agreement, Dr. Bock is also eligible to receive healthcare benefits as may be provided from time to time by Notable to its employees generally, and to receive paid time off annually in accordance with Notable’s policies in effect from time to time. Additionally, the Bock Agreement provides Dr. Bock with a monthly travel expense allowance of $1,000 and reimbursement for ordinary and reasonable out-of-pocket business expenses incurred by him in furtherance of Notable’s business.

Under the terms of the Bock Agreement, in the event that Dr. Bock’s employment is terminated other than for Cause, or Dr. Bock terminates his employment for Good Reason (each as defined in the Bock Agreement), then, in addition to the accrued obligations and the bonus (if deemed earned), Dr. Bock shall receive the following, subject to his execution of a release:

The Compensation Committee and Board attempt to balance these factors by analyzing the competitive market for executive talent, our business results and forecasts, and our key strategic goals for the year. The Company conducted market research using Aon’s Radford Global Compensation Data Base to identify a peer group of 25-30 similarly situated clinical-stage, therapeutic development/life science public companies with revenues of less than $10 million, fewer than 50 employees and a market capitalization of less than $100 million.

Based upon the market research, the Compensation Committee and Board determined that Dr. Bock’s annual base salary of $390,000 is in the bottom 10^th percentile of similarly situated companies, and his cash bonus of up to $130,000 is in the bottom 10^th percentile of similarly situated companies. Additionally, Dr. Bock did not receive any equity compensation during the 2022 or 2023 calendar years.

The Compensation Committee and Board seek to structure our executives’ compensation to be competitive with similar roles at other organizations and align with the Company’s long-term business objectives. Accordingly, the Compensation Committee and Board approved, subject to the approval of the shareholders, the following compensation terms for Dr. Bock:

Annual Base Salary: $525,000, which is the 25^th percentile of similarly situated companies based upon the Aon Radford market research

Annual Bonus: Maximum annual cash bonus of up to 65% of Dr. Bock’s annual base salary

● 75% of the annual bonus will be based on Dr. Bock or the Company attaining certain key performance indicators to be established by the Compensation Committee and the Board, which may include one or more of the following: clinical execution, scientific targets, business development and financing targets, and share price; and

● up to 25% of the annual bonus will be at the discretion of the Compensation Committee and the Board.

Equity Compensation: equity award of a stock option to purchase 150,000 Ordinary Shares which, to the extent permitted under the 2024 Plan is intended to qualify as an incentive stock option, shall vest in two equal annual installments, and 400,000 restricted Ordinary Shares, which shall vest in four equal annual installments

Framework for Annual Equity Awards for 2024 – 2026, to be granted in the first quarter of each subsequent year:

● annual award of such number of Ordinary Shares of up to the greater of two-thirds of (i) the fair market value or (ii) the number of Ordinary Shares of Dr. Bock’s initial grant;

● annual equity awards, to the extent earned, would vest in two equal annual installments;

● 75% of the annual equity award will be based on Dr. Bock or the Company attaining certain key performance indicators to be established by the Compensation Committee, which may include one or more of the following: clinical execution, scientific targets, business development and financing target; and

● up to 25% of the annual equity award will be at the discretion of the Compensation Committee

Dr. Bock would be eligible to receive an annual cash bonus for beginning for calendar year 2024, without the need for further shareholder approval, subject to the following: (i) continuous employment as the Company’s President and Chief Executive Officer through December 31 of each year; (ii) achievement of the specific objectives using the pre-defined key performance indicators as defined above, as determined by the Compensation Committee and the Board; (iii) the limitations of the maximum annual cash bonus described above; and (iv) the limitation of the Compensation Policy and applicable law. Up to 25% of the annual bonus may be based on a discretionary evaluation of Dr. Bock’s overall performance by the Compensation Committee and the Board, based on quantitative and qualitative criteria.

Beginning for calendar year 2024, an assessment of Dr. Bock’s achievements will be undertaken by the Compensation Committee and Board in the first quarter of the subsequent year. Shareholders are now being asked to approve the proposed cash and equity bonus plan to pre-authorize our Board to approve a potential cash and/or equity payment to Dr. Bock. The actual bonus to be paid (if any) will be determined based on the foregoing assessment of Dr. Bock’s achievement of the objectives for the year and the other requirements set forth in our Compensation Policy, subject to the bonus mechanisms described above.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution at the Meeting:

“RESOLVED, to approve the amendment of Dr. Thomas Bock’s compensation terms to increase Dr. Bock’s annual base (gross) compensation under his employment agreement to $525,000, with an annual bonus of up to 65% of the Dr. Bock’s annual base salary, according to determination of achievement of the objectives thereunder, as described in Proposal 2 of the Proxy Statement dated February ___, 2024, and the issuance of an equity award of an option to purchase 150,000 ordinary shares, which shall vest in two equal annual installments, and 400,000 restricted ordinary shares, which shall vest in four equal annual installment, pursuant to the company’s Employee Share Ownership and Option Plan (2024). For years 2024 through 2026, the framework for future annual objectives related to, target amount of, and potential issuance of, future annual equity grants for Dr. Bock, the Company’s President and Chief Executive Officer, subject to, and to the extent of, his achievement during each fiscal year of those objectives, and the issuance of an annual equity grant according to determination of achievement of the objectives thereunder, as described in Proposal 2 of the Proxy Statement dated February ___, 2024, be, and hereby are, approved in all respects.”

Required Vote

The shareholders’ vote on this matter is binding under Israeli law and not merely advisory, unlike the “say-on-pay” votes found in some proxy statements for U.S. domestic companies. Notwithstanding the foregoing, the Companies Law allows our Compensation Committee and our Board to approve this Proposal even if at the Meeting the shareholders voted against it, provided that each of the Company’s Compensation Committee, and thereafter the Board, determines to approve it, based on detailed arguments, and after having reconsidered the matter and concluded that such action is in the best interest of the Company.

Board Recommendation

The Board unanimously recommends a vote FOR the foregoing resolution approving the amendment of Dr. Bock’s Compensation Terms.

PROPOSAL 3

APPROVAL OF WITHUM SMITH+BROWN, P.C. AS INDEPENDENT ACCOUNTANT

Background

Our Audit Committee and Board resolved to appoint Withum Smith+Brown, P.C. (“Withum”) as our independent registered public accounting firm for the year ended December 31, 2023, and until the close of the next annual general meeting of shareholders of the Company.

Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited (“Kesselman”), has served as the independent registered public accounting firm of our predecessor, Vascular Biogenics Ltd., since 2001. The decision to dismiss Kesselman and engage Withum was approved by our Audit Committee and our Board. The report of Kesselman on our consolidated financial statements as of and for the year ended December 31, 2022, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years preceding our dismissal of Kesselman and the subsequent interim period through January 30, 2024, there were:

During the two years ended December 31, 2023, prior to our proposed engagement of Withum, we did not consult with Withum with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Withum concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).

We provided Kesselman with a copy of the disclosure set forth above. Kesselman’s confirmatory letter was included as Exhibit 16 to our Current Report on Form 8-K filed with the SEC on February 2, 2024.

The following reflects Kesselman’s fees for the audit of our financial statements for the years ended December 31, 2022 and 2021, and fees billed for other services rendered by Kesselman during those periods.

(1) Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.

(2) Tax fees consist of tax compliance, planning, and advice.

(3) All other fees consist of a disclosure checklist license.

Our Board reviews and pre-approves all audit services and permitted non-audit services (including the fees and other terms) to be provided by our independent auditors pursuant to pre-approval policies and procedures established by the Audit Committee, which are detailed as to the particular service and the audit committee is informed of each service. The pre-approval policies and procedures do not delegate audit committee responsibilities under the Securities Exchange Act of 1934 to management.

Representatives of Withum and Kesselman are not expected to be present at the Meeting.

In the event that the appointment Withum is not approved by the shareholders, a different firm, to be determined, will be submitted for approval.

Our shareholders are being requested to approve Withum’s appointment and authorize our Board (with power of delegation to our Audit Committee) to set Withum’s compensation in accordance with the volume and nature of its services.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution at the Meeting:

“RESOLVED, (i) Withum Smith+Brown, P.C. be and hereby is appointed as the Company’s independent registered public accounting firm for the year ended December 31, 2023, and until the next annual general meeting of shareholders of the Company, and (ii) the Board (with power of delegation to the Audit Committee) be, and hereby is, authorized, to set the remuneration of such independent registered public accounting firm in accordance with the volume and nature of its services.”

Required Vote

Shareholders may vote for or against, or may abstain from voting, in connection with the appointment of Withum. The affirmative vote of holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of the resolution included in Proposal 3.

The shareholders’ vote on this matter is binding under Israeli law and not merely advisory, unlike the auditor approval votes found in some proxy statements for U.S. domestic companies.

Board Recommendation

The Board unanimously recommends a vote FOR the foregoing resolution approving the appointment of, and authorizing the Board to set the remuneration of, the Company’s independent registered public accounting firm.

PROPOSAL 4

APPROVAL OF THE COMPANY’S COMPENSATION POLICY

Background

Pursuant to the Companies Law, every public Israeli company is required to adopt a compensation policy that sets forth guidelines for the compensation of office holders (as defined in the Companies Law). In 2015, 2019 and 2022, the shareholders of the Company approved the compensation policy for the Company’s officers and directors (the “Compensation Policy”). The Companies Law requires the board of directors to reevaluate the compensation policy from time to time, and upon any material change in the circumstances that existed at the time the policy was formulated; the policy must be reviewed and re-approved at least once every three years.

The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders of a company, including exculpation, insurance, or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must relate to certain factors, including advancement of a company’s objectives, a company’s business and its long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, a company’s risk management, size and the nature of its operations. The Companies Law describes what factors have to be considered by, and what principles must be included in, a compensation policy.

Under the Companies Law, the compensation committee of a company’s board of directors is responsible for (a) recommending the compensation policy to the board of directors for its approval (and subsequent approval by its shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as functions previously fulfilled by the audit committee of the board of directors with respect to approval of the terms of engagement of office holders. In light of these requirements, the Compensation Committee has recommended, and our Board has approved, a Compensation Policy for the office holders of our Company, in the form attached as Annex B to this Proxy Statement, that covers the matters described in the Companies Law and the regulations promulgated thereunder and that is aimed at balancing between short-term and long-term incentives to the office holders of our Company. Capitalized but undefined terms used in this Proposal 4 shall have the meaning set forth in the Compensation Policy.

We recommend that our shareholders refer to the Compensation Policy, which is attached as Annex B to this Proxy Statement.

Purpose

The purpose of the Compensation Policy is to assist in enabling the Company to carry out its work plans and achieving its objectives, in the short and long term, by:

The combination of the various compensation components described in the Compensation Policy is intended to create a balance and appropriate ratio between fixed compensation and variable compensation in order to create a performance-based compensation system that promotes the Company’s goals and corresponds with its risk management policy.

Terms of the Compensation Plan

When determining the compensation terms of the Company’s Office Holders, the Compensation Committee and the Board will examine the ratio between the terms of service of each of the Company’s Office Holders, and the average and median cost of employment of the Company’s employees (including contract workers), as well as the effect of these ratios on labor relations in the Company. Compensation may take the form of one or more of the following:

Ratio between Fixed Compensation Components and Variable Components

Compensation may be compromised of a “Fixed Component,” i.e., payments in respect to employment or services that are provided, that does not depend on variables that are unknown at the time that the payment is determined (comprised of base salary and benefits) and a “Variable Component,” i.e., payments that depend on variables that are unknown at the time that the payment is determined (comprised of cash bonuses and equity-based compensation).

The total annual target bonus and equity-based compensation per vesting annum (based on the fair market value at the time of grant calculated on a linear basis) of each Executive Officer shall not exceed 95% of such Executive Officer’s total compensation package for such year.

Base Salary

The Company will seek to establish a base salary that is competitive with base salaries paid to Executive Officers in a peer group of other companies operating in sectors that are as much as possible similar in their characteristics to Notable, the list of which shall be reviewed and approved by the Compensation Committee. To that end, the Company will utilize comparative market data and practices as a reference, including a survey comparing and analyzing the level of the overall compensation package offered to an Executive Officer of the Company with compensation packages for persons serving in similar positions (to that of the relevant officer) in the peer group. Such compensation survey may be conducted internally or through an external independent consultant.

The Compensation Committee and the Board may periodically consider and approve base salary adjustments for Executive Officers. The main considerations for salary adjustment will be similar to those used in initially determining the base salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements, budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing compensation arrangements of the Executive Officer whose base salary is being considered for adjustment.

Annual Cash Bonus

Compensation in the form of an annual cash bonus is an important element in aligning the Executive Officers’ compensation with the Company’s objectives and business goals. Therefore, annual cash bonuses will reflect a pay-for-performance element, with payout eligibility and levels determined based on actual financial and operational results, in addition to other factors the Compensation Committee may determine, including individual performance. An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodic objectives and individual targets determined by the Compensation Committee (and, if required by law, by the Board) for each fiscal year, or in connection with such officer’s engagement, in case of newly hired Executive Officers, taking into account the Company’s short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating any annual cash bonus payout, with respect to each fiscal year, for each Executive Officer. In special circumstances, as determined by the Compensation Committee and the Board (e.g., regulatory changes, significant changes in the Company’s business environment, a significant organizational change, research or clinical milestones, significant merger and acquisition events, etc.), the Compensation Committee and the Board may modify the objectives and/or their relative weight during the fiscal year, or may modify payouts following the conclusion of the year.

If the employment of an Executive Officer is terminated prior to the end of a fiscal year, the Company may (but shall not be obligated to) pay such Executive Officer an annual cash bonus (which may or may not be pro-rated) assuming the Executive Officer is otherwise entitled to an annual cash bonus. The actual annual cash bonus to be paid to Executive Officers is to be approved by the Compensation Committee and the Board.

The performance objectives for the annual cash bonus of the Company’s Executive Officers, other than the CEO, may be approved by the Company’s CEO (in lieu of the Compensation Committee) and may be based on company, division/ departmental/business unit and individual objectives. Measurable performance objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, which will be based on actual financial and operational results, such as (by way of example and not by way of limitation) revenues, operating income and cash flows and may further include, divisional or personal objectives which may include operational objectives, such as (by way of example and not by way of limitation) market share, initiation of new markets and operational efficiency, customer focused objectives, project milestones objectives and investment in human capital objectives, such as (by way of example and not by way of limitation) employee satisfaction, employee retention and employee training and leadership programs. The Company may also grant annual cash bonuses to Executive Officers, other than the CEO, on a discretionary basis.

The target annual cash bonus that an Executive Officer, other than the CEO, will be entitled to receive for any given fiscal year, will not exceed 100% of such Executive Officer’s annual base salary and the maximum annual cash bonus, including for overachievement performance, that an Executive Officer, other than the CEO, will be entitled to receive for any given fiscal year, will not exceed 200% of such Executive Officer’s annual base salary.

The annual cash bonus of the Company’s CEO will be mainly based on measurable performance objectives and subject to minimum thresholds. Such measurable performance objectives will be determined annually by the Compensation Committee (and, if required by law, by the Board) and will be based on company and personal objectives. These measurable performance objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on overall company performance measures, which are based on actual financial and operational results, such as revenues, sales, operating income, cash flow or the Company’s annual operating plan and long-term plan.

The less significant part of the annual cash bonus granted to the CEO, and in any event not more than 30% of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria. The target annual cash bonus that the CEO will be entitled to receive for any given fiscal year, will not exceed 100% of his or her annual base salary. The maximum annual cash bonus including for overachievement performance that the CEO will be entitled to receive for any given fiscal year, will not exceed 200% of his or her annual base salary.

Other Bonuses

The Company may grant its Executive Officers a special bonus as an award for special achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan objectives under exceptional circumstances, or special recognition in case of retirement) or as a retention award at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (a “Special Bonus”). Any such Special Bonus will not exceed 200% of the Executive Officer’s annual base salary. A Special Bonus can be paid, in whole or in part, in equity in lieu of cash.

The Company may grant a newly recruited Executive Officer a signing bonus. Any such signing bonus will be granted and determined at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (a “Signing Bonus”). Any such Signing Bonus will not exceed 100% of the Executive Officer’s annual base salary.

The Company may grant its Executive Officers a special bonus in the event of relocation or repatriation of an Executive Officer to another geography (a “Relocation Bonus”). Any such Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 100% of the Executive Officer’s annual base salary.

Clawback

The Compensation Policy provides that in the event of an accounting restatement, the Company shall be entitled to recover from its Executive Officers the bonus compensation or performance-based equity compensation in accordance with the clawback policy adopted by the Company from time to time under the applicable stock exchange rules.

Equity Based Compensation

The equity-based compensation for the Company’s Executive Officers will be designed in a manner consistent with the underlying objectives of the Company in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the Executive Officers’ interests with the long-term interests of the Company and its shareholders, and to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans. The equity-based compensation offered by the Company is intended to be in the form of share options and/or other equity-based awards, such as restricted shares, RSUs or performance stock units, in accordance with the Company’s equity incentive plan in place as may be updated from time to time.

All equity-based incentives granted to Executive Officers (other than bonuses paid in equity in lieu of cash) will normally be subject to vesting periods in order to promote long-term retention of the awarded Executive Officers. Unless determined otherwise in a specific award agreement or in a specific compensation plan approved by the Compensation Committee and the Board, grants to Executive Officers other than non-employee directors shall vest based on time, gradually over a period of at least 2-4 years, or based on performance. The exercise price of options will be determined in accordance with the Company’s policies, the main terms of which shall be disclosed in the Company’s annual report. All other terms of the equity awards will be in accordance with the Company’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications to such awards consistent with the terms of such incentive plans, subject to any additional approval as may be required by the Companies Law.

The equity-based compensation will be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, corporate role and the personal responsibilities of the Executive Officer. In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee and the Board will consider the factors set forth in the Compensation Policy, and in any event, the total fair market value of an annual equity-based compensation award at the time of grant (not including bonuses paid in equity in lieu of cash) shall not exceed: (i) with respect to the CEO - the higher of (v) 90% of his or her annual base salary or (w) 1% of the Company’s fair market value at the time of approval of the grant by the Board; and (ii) with respect to each of the other Executive Officers - the higher of (x) 80% of his or her annual base salary (y) 0.75% of the Company’s fair market value at the time of approval of the grant by the Board or (z) grant with a fair market value of not more than $400,000. The fair market value of the equity-based compensation for the Executive Officers (including directors) will be determined by multiplying the number of shares underlying the grant by the market price of Notable’s ordinary shares on or around the time of the grant or according to other acceptable valuation practices at the time of grant (e.g., Black-Scholes), in each case, as determined by the Compensation Committee and the Board.

Arrangements Upon Change of Control

The Compensation Policy provides that the Company may grant the following benefits to the Executive Officers (in addition to, or in lieu of, the benefits applicable in the case of any retirement or termination of service) upon or in connection with a “Change of Control” or, where applicable, in the event of a Change of Control following which the employment of the Executive Officer is terminated or adversely adjusted in a material way:

Changes

An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved by the CEO, provided that the amended terms of employment are in accordance with the Compensation Policy. An “Immaterial Change in the Terms of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to the Company not exceeding an amount equal to two (2) monthly base salaries of such employee.

Non-Employee Director Compensation

In order to provide the Company with flexibility to ensure that its Board compensation is commensurate with those of other similarly situated companies, the Compensation Policy provides that all of the non-employee Board members may be entitled to an annual cash fee retainer of up to $75,000 (and up to $125,000 for the chairperson of Notable’s Board or lead independent director), an annual committee membership fee retainer of up to $25,000, and an annual committee chairperson cash fee retainer of up to $40,000 (for the avoidance of doubt, the payment for the chairpersons would be in lieu of (and not in addition) to the payments referenced above for committee membership).

The Company conducted market research using Aon’s Radford Global Compensation Data Base to identify a peer group of 25-30 similarly situated clinical-stage, therapeutic development/life science public companies with revenues of less than $10 million, fewer than 50 employees and a market capitalization of less than $100 million.

The survey results reviewed by the Compensation Committee indicated that other than the annual retainer for members, which was in the bottom 10^th percentile, all other cash compensation was above the 25^th percentile for similarly situated companies. The Compensation Committee believes that in order to align the Board’s compensation with shareholder value, a greater emphasis on equity compensation is warranted. Accordingly, the Compensation Committee approved an increase of the annual retainer for the non-executive directors other than the chair from $35,000 to $40,000, and a reduction in the cash compensation for all other positions, as set forth in the below table.

Cash Compensation

In special circumstances, such as in the case of a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation may be different than the compensation of all other directors and may be greater than the maximum amount set forth above.

In addition to their cash compensation, members of the Board may be entitled to reimbursement of expenses in connection with the performance of their duties.

Equity Compensation

Each non-employee member of the Board may be granted equity-based compensation. The total fair market value of a “welcome” or an annual equity-based compensation at the time of grant shall not exceed the higher of (i) $200,000 or (x) 1.0 of the Company’s fair market value at the time of approval of the grant by the Board. The Board anticipates making additional equity grants to each of its newly appointed Board members, other than the Chairman of the Board, of 40,247 restricted Ordinary Shares (in addition to the option to purchase 9,753 Ordinary Shares previously granted) and an equity grant of 65,247 restricted Ordinary Shares (in addition to the option to purchase 9,753 Ordinary Shares previously granted) to the Chairman of the Board, in accordance with the Compensation Policy. The foregoing grants are expected to vest in two equal annual installments from the date of grant.

All other terms of the equity awards will be in accordance with the Company’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications to such awards consistent with the terms of such incentive plans, subject to any additional approval as may be required by the Companies Law. In addition, the Company may satisfy tax withholding obligations related to equity-based compensation granted to directors by net issuance, sale to cover or any other mechanism as determined by the Board from time to time.

Directors and Officers Liability Insurance

The Company may indemnify its directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement between such individuals and the Company, all subject to applicable law and the Company’s articles of association. The Company will provide directors’ and officers’ liability insurance (the “Insurance Policy”) for its directors and Executive Officers as follows:

Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board), the Company is entitled to enter into a “run off” Insurance Policy (the “Run-Off Policy”) of up to seven (7) years, with the same insurer or any other insurance, as follows:

The foregoing overview is qualified in its entirety by refence to the full text of the proposed Compensation Policy, which is attached hereto as Annex B.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution at the Meeting:

“RESOLVED, that the Compensation Policy for the Directors and Officers of Notable Labs, Ltd. attached as Annex B to this Proxy Statement, as approved by the Board of Directors of the Company, be, and hereby is, approved by the shareholders of the Company.”

Required Vote:

In addition, the approval of Proposal 4 requires that either of the following two voting requirements be met as part of the approval by an ordinary majority of shares present and voting thereon:

The shareholders’ vote on this matter is binding under Israeli law and not merely advisory, unlike the “say-on-pay” votes found in some proxy statements for U.S. domestic companies.

Notwithstanding the foregoing, the Companies Law allows our compensation committee and our board to approve this Proposal even if at the Meeting the shareholders voted against it, provided that each of the Company’s compensation committee, and thereafter the board, determines to approve it, based on detailed arguments, and after having reconsidered the matter and concluded that such action is in the best interest of the Company.

Board Recommendation

The Board unanimously recommends a vote FOR the foregoing resolution approving the Compensation Policy.

SHAREHOLDER PROPOSALS

Shareholders who wish to present proposals appropriate for consideration at the 2024 annual general meeting of shareholders must submit the proposal in proper form in a manner consistent with our Articles of Association.

We will provide notice of the date on which its 2024 annual general meeting of shareholders will be held in accordance with our Articles of Association and the Companies Law. In accordance with the Companies Law and regulations promulgated thereunder, any shareholder holding at least one percent of the outstanding voting rights of Notable may submit to Notable a proposed additional agenda item to Notable’s Annual general meeting of shareholders up to seven days after the publication of the notice of the meeting.

Householding of Proxy Materials

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” materials for the Meeting. This means that only one copy of the Meeting materials is being delivered to multiple shareholders sharing an address unless the Company has received contrary instructions. The Company will promptly deliver a separate copy of any of these materials to you if you write to it at 320 Hatch Drive, Foster City, CA 94404, Attention: Secretary or call (408) 713-1104. If you want to receive separate copies of shareholder meeting materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact the Company at the above address or telephone number.

ADDITIONAL INFORMATION

The Company’s annual report for the year ended December 31, 2022, filed on Form 10-K on March 14, 2023, is available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the Investor Relations section of the Company’s website at www.notablelabs.com.

ANNEX A

NOTABLE LABS, LTD.

EMPLOYEE SHARE OWNERSHIP AND OPTION PLAN (2024)

TABLE OF CONTENTS

APPENDICES

Appendix A: US Appendix.

Appendix B: Notice of Exercise (Section 11.4).

The Plan is designed to comply with Section 102 of the Israeli Income Tax Ordinance (New Version), 1961, as amended from time to time, or any provision which may amend or replace it (the “Ordinance” and “Section 102”) and the rules, regulations and orders or procedures promulgated thereunder from time to time, as amended or replaced from time to time (the “Rules”) and to enable the Company and grantees hereunder to benefit from Section 102 and the Rules and also to enable the Company to grant options and issue shares outside the context of Section 102. The Company, however, does not warrant that the Plan will be recognized by the income tax authorities or that future changes will not be made to the provisions of the law, regulations or the Rules, which are promulgated from time to time, or that any exemption or benefit currently available pursuant to Section 102 will not be abolished.

The Plan is further designed to enable the provision of incentives as set forth herein to grantees in jurisdictions other than the State of Israel, with respect to which the Board of Directors of the Company (the “Board”), in its sole discretion, shall determine the necessary changes to be made to the Plan and set forth the relevant conditions in the Agreements (as defined in Section 9 below) with the grantees in order to comply with the requirements of the tax regimes in any such other jurisdictions and its determination regarding these matters shall be final and binding. The provisions enabling the grant of Options that qualify as “incentive stock options” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as well as the provisions applicable to other Awards granted to eligible participants who are U.S. residents or subject to U.S. income tax, are attached hereto as Appendix A.

The shares subject to the Plan shall be Ordinary Shares of the Company, par value NIS 0.35 each (the “Ordinary Shares”). The maximum number of shares that may be issued under the Plan is 4,000,000 (Four Million) Ordinary Shares, and such number shall be increased automatically: (i) on an annual basis on January 1 of each year (unless resolved otherwise by the Board of Directors), such that the number of shares issuable under the Plan shall equal 35% of the Company’s issued and outstanding share capital on a fully diluted basis; and (ii) in the event that any Ordinary Shares would have otherwise returned to the Company’s employee share ownership and option plans of 2000, 2011 and 2014, such Ordinary Shares shall be added to this Plan; and (iii) may be further adjusted in accordance with Section 17. Such shares may be in whole or in part, as the Board shall from time to time determine and subject to applicable law, authorized and un-issued Ordinary Shares or issued and fully paid Ordinary Shares which shall have been purchased by the trustee hereunder with funds provided by the Company or reacquired by the Company, subject to applicable law. If any Award granted under the Plan shall expire, terminate or be canceled for any reason without having been exercised in full, such shares subject thereto shall again be available for the purposes of the Plan. Upon termination of the Plan, any such shares which may remain un-issued and which are not subject to outstanding options shall cease to be reserved for the purposes of the Plan.

For the purpose of this Section:

“Israeli Employee” shall mean a person who is employed by the Company or its Related Company, which is an “employing company” within the meaning of Section 102(a) of the Ordinance, including an individual who is serving as a director or an office holder, but excluding Controlling Shareholder, who is an Israeli resident or deemed to be an Israeli resident for the payment of tax.

“Controlling Shareholder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

“Israeli Non-Employees” shall mean a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Israeli Employee, who is an Israeli resident or deemed to be an Israeli resident for the payment of tax.

The adoption of this Plan, by itself, shall not be construed as amending, modifying or rescinding any incentive arrangement previously approved by the Board 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 Awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

The Board may award Restricted Shares to any eligible grantee, including to the Trustee on behalf of the grantee under Section 102 of the Ordinance according to an agreement to be approved by the Board and pursuant to the following:

I. Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution (in which case they shall be transferred subject to all restrictions then or thereafter applicable thereto), until such restricted shares shall have vested (the period from the date of the Award until the date of vesting of the Restricted Share thereunder being referred to herein as the “Restricted Period”). The Board may also impose such additional or alternative restrictions and conditions on the Restricted Shares, as it deems appropriate, including the satisfaction of performance criteria. Certificates for shares issued pursuant to Restricted Share Awards shall bear an appropriate legend referring to such restrictions, and any attempt to dispose of any such shares in contravention of such restrictions shall be null and void and without effect.

II. Subject to such exceptions as may be determined by the Board, if the grantee’s continuous employment with or service to the Company or any Related Company shall terminate for any reason prior to the expiration of the Restricted Period of an Award or prior to the payment in full of the purchase price of any Restricted Shares with respect to which the Restricted Period has expired, any Shares remaining subject to vesting or with respect to which the purchase price has not been paid in full, shall thereupon be forfeited and shall be deemed transferred to, and reacquired by, or cancelled by, as the case may be, the Company or a Related Company in consideration for their nominal value subject to all applicable laws. Upon forfeiture of Restricted Shares, the grantee shall have no further rights with respect to such Restricted Shares.

An RSU is an Award covering a number of shares that is settled by issuance of those shares. The Board may award Restricted Shares to any eligible grantee, including to the Trustee on behalf of the grantee under Section 102 of the Ordinance according to an agreement to be approved by the Board (“Restricted Share Unit Agreement”) and pursuant to the following:

I. Other than the nominal value of the shares, no payment of cash shall be required as consideration for RSUs. RSUs may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Unit Agreement.

II. Without limitation of Section 14, no voting or dividend rights as a shareholder shall exist prior to the actual issuance of shares in the name of the grantee. Notwithstanding anything else in the Plan (as may be amended from time to time) to the contrary, unless otherwise specified by the Board, each RSU shall be for a term of seven (7) years. Each Restricted Share Unit Agreement shall specify its term and any conditions on the time or times for settlement, and provide for expiration prior to the end of its term in the event of termination of grantee’s employment with or service to the Company or any Related Company, and may provide for earlier settlement in the event of the grantee’s death, disability or other events.

III. Settlement of vested RSUs shall be made in the form of shares. Distribution to a grantee of an amount (or amounts) from settlement of vested RSUs can be deferred to a date after settlement as determined by the Board. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until the grant of RSUs is settled, the number of such RSUs shall be subject to adjustment pursuant hereto.

The Board may grant other Awards under the Plan pursuant to which shares, cash or a combination thereof, are or may in the future be acquired or received, or Awards denominated in units, including units valued on the basis of measures other than market value. The Board may also grant share appreciation rights without the grant of an accompanying option, which rights shall permit the grantees to receive, at the time of any exercise of such rights, cash equal to the amount by which the Fair Market Value of all shares in respect to which the right was granted exceeds the exercise price thereof. The Board may, and it is hereby deemed to be an Award under the terms of the Plan, grant to a grantee (including Israeli Employees) the opportunity to purchase shares of the Company in connection with any public offerings of the Company’s securities. Such other Share-based Awards may be granted alone, in addition to, or in tandem with any Award of any type granted under the Plan and must be consistent with the purposes of the Plan.

Unless otherwise determined by the Board, every grantee shall be required to sign an Award agreement or other document as shall be determined by the Board, in the form approved by the Board from time to time (the “Agreement”). Each Agreement shall provide the vesting schedule, Exercise Price, term, and additional provision for the Award as determined by the Board.

The Agreement need not be identical with respect to each grantee. The following terms, however, shall apply to all Awards, and, mutatis mutandis, shares, unless otherwise determined by the Board or set forth in the grantee’s Agreement:

9.6.1. Unless otherwise determined by the Board and/or set forth in grantee’s Agreement, if the engagement of a grantee is terminated or if he ceases to serve as an officer or director of the Company or a Related Company (as the case may be) prior to the complete exercise of an Award, (a) by reason of death or disability (as determined by the Board in its absolute discretion), the Award shall remain exercisable for a period of one (1) year following such termination (but only to the extent exercisable at termination of engagement or appointment, as the case may be, and not beyond the scheduled expiration date); (b) by reason of retirement, pursuant to applicable law with the approval of the Board, the Award shall remain exercisable for a period of one hundred and eighty (180) days following such termination (but only to the extent exercisable at termination of engagement or appointment, as the case may be, and not beyond the scheduled expiration date); and (c) for any other reason other than for Cause, the Award shall remain exercisable for a period of ninety (90) days following the earlier of such termination or notice of termination (but only to the extent exercisable at the earlier of termination or notice of termination of engagement or appointment, as the case may be, and not beyond the scheduled expiration date); or (d) for Cause (as such term is defined below), as shall be determined by the Board, all Awards held by or on behalf of such grantee shall immediately expire upon the earlier of such termination or notice of termination.

For purposes hereof, the term “Cause” shall mean any of (i) a material breach by the grantee of the grantee’s obligations under any agreement with the Company or any Related Company (including breach of material confidentiality, non-competition or non-solicitation covenants) or of any material duty of the Grantee to the Company or any Related Company thereof; (ii) the commission by the grantee of an act of fraud or embezzlement against the Company or any Related Company or the willful taking of action injurious to the business or prospects of the Company or any Related Company; (iii) the conviction of the grantee of a felony; and (iv) the grantee’s involvement in an act or omission which constitutes breach of trust between the grantee and the Company or any Related Company.

The Board may determine whether any given leave of absence constitutes a termination of employment engagement or appointment, as applicable. Awards awarded under this Plan shall not be affected by any change of employment or engagement, as applicable, so long as the grantee continues to be an employee, director, officer, service provider, consultant and/or advisor of the Company or a Related Company (as the case may be).

9.6.2 With respect to Unapproved 102 Awards, if the grantee ceases to be engaged by the Company or any Related Company, the grantee shall extend to the Company and/or its Related Company a security or guarantee for the payment of tax due at the time of sale of shares, all in accordance with the provisions of Section 102 and the Rules, regulation or orders promulgated thereunder.

9.6.3 Notwithstanding the foregoing, the Board may, in its absolute discretion but subject to Section 11.1, extend the period of exercise of an Award by a grantee or grantees for such time as it shall determine either with or without conditions.

For purposes hereof, the “Fair Market Value” of an Ordinary Share as of a particular date shall mean: (i) if the shares are listed on any securities exchange, the average closing sales price per Share on the securities exchange (including, if applicable, The NASDAQ Stock Market) on which the Shares are principally traded over the thirty (30) trading day period preceding the subject date; (ii) if the shares are then quoted in an over-the-counter market, the average of the closing bid and asked prices for the Shares in that over-the-counter market during the thirty (30) trading day period preceding the subject date; (iii) if the shares are not then listed on a securities exchange or quoted in an over-the-counter market, such value as the Board, in its sole discretion, shall determine, with full authority to determine the method for making such determination and which determination shall be conclusive and binding on all parties, and shall be made after such consultations with outside legal, accounting and other experts as the Committee may deem advisable. The Board shall maintain a written record of its method of determining such value. If the shares are listed or quoted on more than one established stock exchange or over-the-counter market, the Board shall determine the principal such exchange or market and utilize the price of the shares on that exchange or market (determined as per the method described in clauses (i) or (ii) above, as applicable) for the purpose of determining Fair Market Value.

Subject to applicable law, the grantee shall be liable for all taxes, duties, fines and other payments which may be imposed by the tax authorities (whether in Israel or abroad) and for every obligatory payment of whatever source in respect of the Awards, the shares (including, without limitation, upon the grant of Awards, the exercise of the Awards, the sale of the shares or the registration of the shares in the grantee’s name) or dividends or any other benefit in respect thereof and/or for all charges which shall accrue to the grantee, the Company, any Related Company and/or to the Trustee in connection with the Plan, the Awards and/or the shares, or any act or omission of the grantee or the Company in connection therewith or pursuant to any determination of the applicable tax or other authorities.

The Company (including any Related Company) and/or the Trustee shall have the right to withhold or require the grantee to pay an amount in cash or to retain or sell without notice Ordinary Shares in value sufficient to cover any tax or obligatory payment required by a governmental entity administrative authority to be withheld or otherwise deducted and paid with respect to the Awards or the shares subject thereto (including, without limitation, upon their grant, exercise or sale or the registration of Shares in the grantee’s name) or with respect to dividends or any other benefits in respect thereof (“Withholding Tax”), and to make payment (or to reimburse itself or himself for payment made) to the appropriate tax or other authority of an amount in cash equal to the amount of such Withholding Tax. Notwithstanding the foregoing, the grantee shall be entitled to satisfy the obligation to pay any Withholding Tax, in whole or in part, by providing the Company and/or the Trustee with funds sufficient to enable the Company and/or the Trustee to pay such Withholding Tax.

The Company (including any Related Company) or the Trustee shall at any time be entitled to apply to the assessing officer, and in the case of a grantee abroad, to any foreign tax authority, for receipt of their certificate of authorization as to the amount of tax which the Company or any Related Company or the grantee or the Trustee is to pay to the tax authorities resulting from granting the options or allotting the shares, or regarding any other question with respect to the application of the Plan.

Notwithstanding any other provisions of the Plan, the Board shall take such actions, if any, as it deems appropriate for the adjustment of the number and class of shares subject to each unexercised or unvested option, changes in the outstanding share capital of the Company by reason of any stock dividend (bonus shares), share split, recapitalization, combination, exchange of shares, merger, consolidation, liquidation, split-up, split-off, spin-off or other similar change in capitalization. Upon the occurrence of any such event, the Board may make any adjustments it deems appropriate, including in the aggregate number and class of shares available under the Plan, and the Board’s determination in this regard shall be conclusive.

Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan shall terminate on, and no option shall be granted after, the tenth (10^th) anniversary of the date the Plan is adopted by the Board. The Board may at any time terminate, modify or amend the Plan in such respects as it shall deem advisable. Notwithstanding, any amendment with respect to the maximum number of shares that may be issued under the Plan or extension of the term of the Plan shall be made solely by the Shareholders of the Company. Awards granted prior to termination of the Plan may, subject to the terms of the Plan and any Agreement, be exercised thereafter. Unless otherwise provided for herein or in the Agreement, any amendment or modification of the Plan shall be deemed included in the Plan with respect to Awards granted or shares issued hereunder from time to time, provided, that, except as otherwise provided for herein, no amendment or modification of the Plan may, without the consent of the grantee to whom any Award shall theretofore have been granted, adversely affect the rights of such grantee under such Award.

The Plan shall become effective upon approval by the Company’s shareholders.

In no event shall the Trustee be liable to the Company and/or any grantee under the Plan and/or any third party (including without prejudice to the generality of the foregoing, to the income tax authorities and any other governmental or administrative authority), or to a purchaser of shares from any grantee with respect to any act or omission which has been or will be carried out in relation to the Plan, its execution and any matter connected thereto or arising therefrom, other than willful misconduct or omission. The grantee will be required to covenant upon signing the Agreement that he/she will not, make any claim against the Trustee in any manner whatsoever and on any ground whatsoever and they expressly agree that if the Trustee are sued by such grantee, then the Trustee shall be entitled by virtue of this Section alone to apply to the court for dismissal of the action against them with costs. The Company covenants and agrees that if an action is commenced by any third party against the Trustee it shall be entitled, without any objection on the Company’s part to join the Company as a third party to any action and a judgment against them will be paid by the Company.

The Company covenants and the grantee will be required to covenant to indemnify the Trustee against any liability in relation to any claim and/or demand made against the Trustee by any person whatsoever, including the tax authorities, in relation to their acts or omissions in connection with the Plan, other than willful misconduct.

The Plan and all instruments issued thereunder shall be governed by and construed in accordance with the laws of the State of Israel.

Any dispute or disagreement which shall arise in connection with the under Plan and all instruments issued thereunder or as a result of any grant of options or issuance of shares thereunder shall be determined by the Board, or any committee designated by the Board, in its sole discretion and judgment and that any such determination and any interpretation by the Board or any such committee of the Plan and all instruments issued thereunder shall be final and shall be binding and conclusive for all purposes. In making any such determination or interpretation the Board or any such committee shall not be bound by the rules of procedure or evidence and shall not be required to give any reasons therefore. No member of the Board shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

Subject to the foregoing, the competent courts in the Tel-Aviv district shall have exclusive jurisdiction with respect to any matter or conflict with respect thereto.

Appendix A

US Appendix

NOTABLE LABS, LTD.

U.S. APPENDIX TO THE

NOTABLE LABS, LTD.

EMPLOYEE SHARE OWNERSHIP AND OPTION PLAN (2024)

SECTION 1. GENERAL PURPOSE OF THE APPENDIX; DEFINITIONS

In connection with the Notable Labs, Ltd. Employee Share Ownership and Option Plan (2024) (the “Plan”), this U.S. Appendix to the Plan (the “Appendix”) shall apply for purposes of all Awards granted under the Plan to employees, directors, and other individuals providing services to the Company or its Subsidiaries who reside in the United States or are otherwise subject to U.S. income tax law (collectively, the “U.S. Participants”). Notwithstanding anything set forth in the Plan, in connection with U.S. Participants, the provisions of this Appendix shall supersede and govern in the case of any inconsistency between the provisions of this Appendix and the provisions of the Plan. All capitalized terms, to the extent not defined herein, shall have the meanings set forth in the Plan.

The following terms shall be defined as set forth below:

“Effective Date” means the date the Appendix is effective in accordance with Section 11.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exercise Price” means the price payable by the U.S. Participant for each Ordinary Share in respect of which an Option is granted as determined in accordance with Section 4(a)(i) (subject to adjustment pursuant to Section 2(b) of this Appendix and the Plan).

“Fair Market Value” of an Ordinary Share shall have the meaning set forth in the Plan except that the Fair Market Value shall be determined based on the price of the Ordinary Shares on the subject date rather than based on the average price over the thirty (30) trading day period preceding the subject date.

“Grant Date” means the date that the Board designates in its approval of an Award in accordance with applicable law as the date on which the Award is granted, which date may not precede the date of such Board approval.

“Incentive Stock Option” means any Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Nonqualified Stock Option” means any Option that is not an Incentive Stock Option.

“Option” means any Option to purchase Ordinary Shares granted pursuant to this Appendix.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Service Relationship” means a relationship as a U.S. Participant.

“Subsidiary” means a corporation or other business entity of which the Company owns, directly or indirectly through an unbroken chain of ownership, fifty percent or more of the total combined voting power of all classes of stock.

“Ten Percent Shareholder” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all share capital of the Company or any parent of the Company or any Subsidiary.

SECTION 2. ORDINARY SHARES ISSUABLE UNDER THE PLAN

(a) Limits under the Appendix. Subject to the maximum number of Ordinary Shares reserved and available for issuance under the Plan and applicable law, the Board shall set the maximum number of Ordinary Shares that may be issued in the form of Incentive Stock Options and, in the absence of such designation by the Board the number available in the form of Incentive Stock Options shall be the maximum number of Ordinary Shares reserved to the Plan, subject to adjustment as provided in Section 16 of the Plan.

(b) Changes in Ordinary Shares. In the circumstances described in Section 16 of the Plan, the Board shall make an appropriate and proportionate adjustment in (i) the maximum number of Ordinary Shares that may be issued as Incentive Stock Options under the Appendix, (ii) the number of Options that may be granted to any one individual grantee in any calendar year period, (iii) the number and kind of Ordinary Shares or other securities subject to any then outstanding Awards under the Appendix, (iii) the repurchase price, if any, per Restricted Share, and (iv) the Exercise Price for each Share subject to any then outstanding Options under the Appendix, without changing the aggregate Exercise Price (i.e., the Exercise Price multiplied by the number of Options) as to which such Options remain exercisable.

SECTION 3. ELIGIBILITY

The individuals eligible to receive Awards under the Appendix shall be U.S. Participants designated by the Board of Directors, in its sole discretion, provided, however, that Awards shall be granted only to those individuals described in Form S-8 under the Securities Act. Incentive Stock Options shall not be granted to any individual who is not an employee of the Company or a Subsidiary, as required pursuant to Section 424 of the Code.

SECTION 4. OPTIONS

Upon the grant of an Option, the Company and the U.S. Participant shall enter into an Agreement. The terms and conditions of each such Agreement shall be determined by the Board, and such terms and conditions may differ among individual Options and U.S. Participants.

Options granted under the Appendix may be either Incentive Stock Options or Nonqualified Stock Options, as determined by the Board. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Nonqualified Stock Option.

(a) Terms of Options. The Board in its discretion may grant Options to U.S. Participants who meet the eligibility requirements of Section 3. Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Appendix and the Plan, as the Board shall deem desirable.

(i) Exercise Price. The Exercise Price per share for the Ordinary Shares covered by an Option shall be determined by the Board at the time of grant but shall not be less than 100 percent of the Fair Market Value of such Ordinary Shares on the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Shareholder, the Exercise Price per share for the Ordinary Shares covered by such Incentive Stock Option shall not be less than 110 percent of the Fair Market Value of such Ordinary Shares on the Grant Date.

(ii) Option Term. The term of each Option shall be fixed by the Board, but no Option shall be exercisable more than ten years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Shareholder, the term of such Option shall be no more than five years from the Grant Date.

(iii) Exercisability; Rights of a Shareholder. Options shall become exercisable at such time or times, whether or not in installments, as set out in the Agreement and as shall be determined by the Board at or after the Grant Date. The Board may at any time accelerate the exercisability of all or any portion of any Option. A U.S. Participant shall not be deemed to have acquired any Ordinary Shares unless and until an Option shall have been exercised pursuant to the terms of the Agreement, the Plan and this Appendix and the U.S. Participant’s name has been entered on the books of the Company as a shareholder.

(iv) Notice of Incentive Stock Option Disposition. The U.S. Participant must notify the Company promptly in the event that he or she sells, transfers, exchanges or otherwise disposes of any Ordinary Shares issued upon exercise of an Incentive Stock Option before the later of (i) the second anniversary of the date of grant of the Incentive Stock Option or (ii) the first anniversary of the date the Ordinary Shares were issued upon the exercise of the Incentive Stock Option.

(v) Method of Exercise. Options may be exercised by a U.S. Participant in whole or in part, in the manner prescribed in Section 5 of the Plan, and pursuant to the terms set forth in the Agreement. The transfer to the U.S. Participant on the records of the Company or of the transfer agent of the Ordinary Shares to be purchased pursuant to the exercise of an Option will be contingent upon receipt from the U.S. Participant (or a purchaser acting in his stead in accordance with the provisions of the Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Agreement or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Options may be permitted through the use of such an automated system.

(b) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Ordinary Shares with respect to which Incentive Stock Options granted under the Appendix and any other plan of the Company or its parent and any Subsidiary that become exercisable for the first time by a U.S. Participant during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time to time under Section 422 of the Code. To the extent that any Option exceeds this limit, it shall constitute a Nonqualified Stock Option.