IceCure Medical Ltd. ("the Company") Compensation Policy for Company's Office Holders Dated: March 2022 Introduction 1.1 Pursuant to the provisions of the Companies Law, 1999 (hereafter - " the Companies Law "), on

Policy for Company's Office Holders

holder- as defined in the Companies Law- 5759-1999, i.e., Chief Executive Officer (CEO), deputy CEO, Directors, Chairmen, Subordinate

office holder, any person filling any of these positions in the Company even if he holds a different title, and any other manager directly

subordinate to the CEO.

office holder- Office holder subordinate reporting directly to the CEO.

office holder- Office holder who his / her residency is outside of Israel.

accordance with the Policy, the compensation of the Company's office holders shall be based on all or some of the following components:

components in sections 2.2.3 and 2.2.4 above shall be called hereafter: "the variable components").

the time of approval of the compensation package of an office holder, the Compensation Committee and Board of Directors of the Company

shall assess the compliance of each of those components and of the total cost of employment and/or consultancy fee with the criteria

set out in this plan.

some or all of the following parameters will be considered when reviewing the compensation terms of a Company office holder.

compensation package may include benefits that are generally acceptable in the market where employee serves, such as vacation pay2,

contributions towards pension, life insurance, education fund, training fund saving, health insurance, social rights and benefits, mobile

phone (including grossing up of the taxable value of the phone), internet and landline, gifts on public holidays, recreation, medical

tests, medical insurance and/or undertaking such an insurance policy and other expenses, all as approved by the Compensation Committee

and the Company's Board of Directors, at their discretion and in accordance with the applicable Company policy.

office holders shall be entitled to receive a Company vehicle (including by way of leasing) in the following costs:

entitlement may include grossing up the taxable value of this benefit, fuel expenses, licensing, insurance and other related expenses.

Company may add an amount equal to the vehicle costs as additional salary to the office holder, provided that the total payroll will

be in accordance to the limitation of the Policy.

that purpose, the "effective shareholders' equity of the Company" means the amount of the Company's shareholders'

equity in accordance with the last consolidated audited or reviewed financial statements of the Company (as applicable) at the time of

actual payment of the indemnification. It is hereby clarified that the indemnification shall be paid in excess of any amount paid under

the liability insurance of directors and office holders, which the Company has purchased or will purchase from time to time.

up to 90 days advance notice period.

up to 270 days advance notice period.

office holder- up to 240 days advance notice period.

holders, who are Company's employees, will be entitled to severance pay in accordance with the provisions of the local law.

addition to the basic salary, the compensation package of Company's office holders may include eligibility to an annual bonus that

is based on measurable targets and to an annual discretionary bonus (hereafter jointly: "the annual bonus").

the purpose of this Annual bonus section, whenever the term "salary" is used, it means (i) in the case of an employed office

holder - the gross salary in terms of employer cost as paid to the office holder for the month of December in the relevant year,

including any social benefits and related benefits as detailed in section 2.5.4 and 2.5.5 herein and (ii) in the case of office holder

with no employer-employee relationship - the fee paid to the office holder for the month of December in the relevant year, excluding

VAT (if applicable).

Company may grant an Office holder an annual bonus up to the maximum annual bonus as described in the table in section 2.7.7 below, based

on the compensation plan which will be approved by the compensation committee and the Board of Directors for each year in advance.

the end of each year, the Compensation Committee and Board of Directors will review the office holders' meeting their measurable

targets in order to determine that component of the annual bonus, which is based on measurable targets. The Compensation Committee and

Board of Directors may determine to pay only part of the component of the annual bonus, which is based on measurable targets, if the

office holder meets only some of the targets.

to the rates stated below, the components for each of the Office holders of the annual bonus will be:

forth below are several suggested criteria for the annual bonus that is based on measurable targets. It should be clarified that this

list is not a closed and binding list. The Compensation Committee and the Board of Directors may consider adding or removing some of

those criteria, considering the role of each office holder, his areas of responsibility and the Company's activity.

bonus that is based on meeting principal and personal performance metrics that are quantified and set out in the Company's work

plan and attributed to the relevant office holder. These performance metrics may include, among other things:

Chairmen and CEO Measurable Targets Criteria

Measurable Targets Criteria

the above, if in a specific year the Company does not pay the CEO or the active Chairman (as applicable) an annual bonus that is based

on measurable targets (i.e., if the discretionary annual bonus paid to the CEO or the active Chairman (as applicable) constitutes the

total annual bonus paid on that year), then the amount of the discretionary bonus that the Company may pay to the CEO and to the active

Chairman (as applicable and separately) shall not exceed three (3) gross monthly salaries of that office holder.

amount of the annual bonus that is based on measurable targets shall be calculated based on measurable criteria, that will be determined

(if they are determined) for each and every office holder at a time close to the date of the discussion held by the Board of Directors

for review of the Company's budget for the forthcoming year, in accordance with the role of the relevant office holder, by the

competent organs of the Company (in accordance with the provisions of the law and the positions of the Securities Authority, as amended

from time to time), provided that the targets applicable to Subordinate Office Holders, shall be determined by the Company's Compensation

Committee and Board of Directors, at the recommendation of the CEO.

part of the calculation of the eligibility to annual bonus that is based measurable targets on the basis of financial statements data

(if such targets are set) the Board of Directors or the Compensation Committee will be authorized to neutralize the effect of "one-off

events", or alternatively to decide that such events should not be neutralized in a certain year, as applicable.

the foregoing, subject to applicable law, the Company's competent organs shall be entitled to approve payment of discretionary

bonus on an Annual, quarterly, monthly, or otherwise basis.

Board of Directors, subject to the recommendation of the Compensation Committee and the officer's direct supervisor, may decide

to grant a one-time bonus (beyond the Annual Bonus, as described in Section 2.7 above), to an office holder, including the chairmen and

directors, in respect of special efforts performed by the officer and / or in respect of the significant contribution of the officer

to the Company's operations, special projects or extra ordinary achievements which are not in the Company's general course

of business (the "One-Time Bonus").

aggregate amount of one-time bonus and annual bonus, shall not exceed 18 monthly base salaries. The One-Time Bonus is separate from the

Special Bonus and the annual bonus.

approval of a One-Time Bonus to the CEO, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting,

as long as the aggregate amount of the all discretionary bonuses does not exceed 3 monthly salaries.

Board of Directors, subject to the recommendation of the Compensation Committee and the officer's direct supervisor, may decide

to grant a special bonus (beyond the Annual Bonus, as described in Section 2.7 above), to an office holder, including board members and

chairmen, in case of a consummation of a merger, or sale or assignment by the Company of all or substantially all of the issued and outstanding

shares of the Company and/or all or substantially all of the Company's assets (the "Special Bonus"). The Special

Bonus for all office holders together will be subject to a limit of 6% of the Transaction value, and in accordance with applicable law

(the "Special Bonus").

Special Bonus is separate from the One-Time Bonus and the Annual Bonus.

approval of a Special Bonus to the CEO, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting,

as long as the aggregate amount of the all discretionary bonuses does not exceed 3 monthly salaries.

CEO, may decide to grant Office holders that are providing services of sales and/or business development for the Company, with commissions,

as shall be determined in their employment agreement (the "Sales Office holders" and "Commission",

respectively). The purpose of granting Commissions to Sales Office holders is to incentivize Sales Office holders to increase the amount

of sales of Company's products. For each Sales Office holder, the aggregate amount of Commissions paid by the Company in each calendar

year shall be up to 5% from direct contribution to the Company's income from sales, and in any case, the amount paid for each Sales Office

holder shall not exceed $500,000. The Commissions will be paid on either a monthly, quarterly or annual basis. The maximum amount of

Commissions shall be considered from time to time.

Commission paid to a Sales Office holder shall be separate from the Annual Bonus and/or Special Bonus given to them, or instead of Annual

Bonus and/or Special Bonus, as suggested by in each case by the CEO and approved by the Compensation committee.

Commission shall be limited by the ratio between the fixed compensation and variable compensation, as further specified in section 2.12

Liquidation" - shall mean: (i) the acquisition of the Company by, or the merger of the Company with another entity, consolidation,

reorganization and/or recapitalization; provided that any of the said events results in an event prescribed under subsection (iii) below;

(ii) sale, assignment or disposal by the Company of all or substantially all of the issued and outstanding shares of the Company; (iii)