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Orange Book Listing. The Parties will evaluate in good faith and identify all Legacy Patents that may meet the requirements for listing with FDA in the Orange Book, or any foreign Governmental Authority in any jurisdiction outside the United States, in connection with any new drug application or other application for marketing or regulatory approval for any Primary Royalty Product. Primary, its Affiliates, and Primary Sublicensees shall, if and as elected thereby in their reasonable discretion, be entitled to # submit such Legacy Patents identified thereby to the FDA for listing in the Orange Book and/or to any foreign Governmental Authority for a similar listing on a timely basis and # maintain with the FDA or other applicable Governmental Authority correct and complete listings of applicable Legacy Patents for any such Primary Royalty Product.

Approval for Listing. The Placement Shares shall either have been # approved for listing on the NYSE, subject only to notice of issuance or # the Company shall have filed an application for listing of the Placement Shares on the NYSE at, or prior to, the issuance of any Placement Notice.

Listing, Qualification, Etc. This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the Shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification, or disclosure, or to satisfy such other condition.

SEC, the Sarbanes-Oxley Act and rules and regulations thereunder, the Nasdaq Listing Rules, Health Care Regulatory Laws, and Export Control Laws, and including any (a) technical or scientific standard to which adherence is required by any Governmental Entity and (b) any mandatory rules or policies of non-governmental accreditation or oversight bodies applicable to the Company Products.

- 1.5% equity allocation of fully diluted shares in [[Organization A:Organization]] to BOA in respect of each of Jean-Michel Doublet and Lionel Therond, vested in the following manner: 1/3 (0.5%) each as at Nasdaq (or OTCQB, should this be the preferred choice of the Board of Directors) listing; 0.5% each 6 months later and 0.5% each 6 months later.

General. This Non-Employee Director Compensation Program (this “Program”) is adopted by the Board of Directors (the “Board”) of NovoCure Limited, a public limited company incorporated under the laws of Jersey, Channel Islands (the “Company”). For purposes of this Program, a “Non-Employee Director” shall mean director of the Company who is an “independent director” pursuant to NASDAQ Listing Rule 5605(a)(2).

In connection with the Offering, the Company intends to seek a listing of its common stock on a securities exchange registered with the Securities and Exchange Commission (SEC) under Section 6(a) of the Securities Exchange Act of 1934, as amended, such as the NASDAQ Capital Market (the act of achieving such listing or quotation, generally referred to hereafter as a “Public Listing”), but there can be no assurance that the Company will ever achieve a Public Listing (See Risk Factors – Risks Related to the Offering in the Prospectus). The Subscriber understands that until such time as the Company achieves a Public Listing of its Shares, a public market for the Shares may be extremely limited and sporadic or may not exist at all and it may be difficult to sell the Shares purchased in the Offering. No U.S. federal or state agency has made any finding or determination as to the fairness of the terms of the Offering. These securities have not been recommended or endorsed by any U.S. federal or state securities commission or regulatory agency.

To the extent the conversion of any outstanding principal amount of this Note and/or accrued and unpaid Regular Interest thereon would require the Maker to receive the approval of Maker’s stockholders pursuant to Nasdaq Listing Rules, the Payee may not convert such outstanding principal amount of this Note or accrued and unpaid Regular Interest thereon until such approval has been received by Maker.

IMTE accepts that you will have business interests other than those of IMTE. The enclosed Director Disclosure of Interests and Transactions in Securities Policy and Company and Director Engagement Agreement ("Agreement") specify the obligations under NASDAQ listing rules 5605(b) and 5605(e) for being a director and give an overview of NASDAQ Stock Market (NASDAQ) policy in relation to disclosure of directors' interests and transactions in securities. You have read the Agreement, sign and return a copy of which to our Company Secretary. You are also required to provide the disclosure information as specified in the Agreement to our Company Secretary on your appointment. You warrant that this disclosure is a full and fair one and includes all information that IMTE reasonably needs to know in order to make an informed decision to appoint you.

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has received any notification that the SEC is currently contemplating terminating such registration. Except as disclosed in [Schedule 4(z)], has not, in the twelve (12) months preceding the date hereof, received any notice from the Principal Market to the effect that is not in compliance with the listing or maintenance requirements of the Principal Market. Except as disclosed in [Schedule 4(z)], is in compliance with all such listing and maintenance requirements.

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