Any tax consequences arising from the grant of an award or exercise of any Option, or from the sale or release or transfer of such Option or Shares (including, without limitation, the Israeli Employee’s social security taxes and health insurance, if applicable) or from any other event or act (of the Company and/or its Affiliate, the Trustee or the Israeli Employee), shall be borne solely by the Israeli Employee. Notwithstanding the foregoing, the Company and/or its Affiliate and/or the Trustee shall withhold taxes according to the requirements under the laws, rules, and regulations, including withholding taxes at source under [Section 102].

Israeli Non-Employee. Any tax consequences arising from the grant or exercise of any Option or grant of Shares, or from the sale or transfer of such awards or from any other event or act (of the Company and/or its Affiliate or the Israeli Non-Employee), shall be borne solely by the Israeli Non-Employee.

The Company shall not be obligated to honor the exercise of any Option by or on behalf of an Israeli Employee until all tax consequences (if any) arising from the exercise of such Options or sale of Shares are resolved to the full satisfaction of the Company. Without derogating from the above, the Company and/or the Trustee when applicable shall not be required to release any Share certificate to an Israeli Employee until all required payments (including tax payments) have been fully made in accordance with [Section 102].

Any tax consequences arising from the grant, exercise or vesting of any Award, from the payment for Shares covered thereby, or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Participant) hereunder, including without limitation Israeli social security taxes and health insurance, if applicable, shall be borne solely by the Participant. The Company and/or its Affiliates, and/or the Trustee shall be entitled to withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant. The Company or any of its Affiliates and the Trustee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Awards granted under the Sub-Plan and the exercise, vesting or sale thereof, including, but not limited, to # deducting the amount so required to be withheld from any other amount then or thereafter payable to an Participant, and/or # requiring a Participant to pay to the Company or any of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares, and/or # by causing the exercise of Award and/or the sale of Shares held by or on behalf of a Participant, or supervised by the Trustee to cover such liability, up to the amount required to satisfy the applicable statutory withholding requirements. In addition, the Participant will be required to pay any amounts exceeding the tax to be withheld and remitted to the tax authorities, pursuant to applicable tax laws, regulations and rules.