Common use of Tax Ruling Clause in Contracts

Tax Ruling. Following the date of this Agreement, the Company shall continue its discussions and negotiations with the Israel Tax Authority in order to obtain the final ruling that will provide, among other things (A) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Tax Ruling”). The Company has obtained the Interim Options Tax Ruling. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Israeli 102 Tax Ruling as promptly as practicable. For the avoidance of doubt, the language in and provisions of the Israeli 102 Tax Ruling shall be subject to the prior written approval of Buyer or its counsel and such approval shall not be unreasonably withheld, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the Israel Tax Authority, the counsel of Company shall provide Buyer and its counsel with an update of such meeting or discussion within five (5) Business Days of such meeting or discussion.

Tax Ruling. Following As soon as practicable following the date of this AgreementAgreement but in no event later than ten (10) Business Days after the date hereof, the Company shall continue instruct its discussions and negotiations with the Israel Tax Authority in order to obtain the final ruling that will provide, among other things (A) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Tax Ruling”). The Company has obtained the Interim Options Tax Ruling. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate prepare and cooperate file with the Israel Tax Authority an application in form and provide all information required substance reasonably acceptable to Parent for a ruling, in coordination with Parent and its advisors, that (i) with respect to non-Israeli residents (as defined in the Israeli Tax Ordinance or as will be determined by the Israel Tax Authority), (A) exempting Parent, the Paying Agent, the Surviving Company and their respective agents from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Per Share Merger Consideration, or clarifying that no such obligation exists, or (B) clearly instructing Parent, the Paying Agent, the Surviving Company and their respective agents on how such withholding at the source is to be executed, and in particular, with respect to the Company’s classes or categories from which Tax is to be withheld (if any), the rate or rates of withholding to be applied and how to identify any such non-Israeli residents; and (ii) with respect to Israeli residents (as defined in the Israeli Tax Ordinance or as will be determined by the Israel Tax Authority) (other than Section 102 Shares) (x) exempting Parent, the Paying Agent, the Surviving Company and their respective agents from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Per Share Merger Consideration, or clarifying that no such obligation exists, or (y) clearly instructing Parent, the Paying Agent, the Surviving Company and their respective agents on how such withholding at the source is to be executed, and in particular, with respect to the classes or categories from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the “Withholding Tax Ruling”). Each of the Company and Parent shall cause its respective Israeli counsel to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions submission that may be necessary, proper or advisable to obtain the Israeli 102 Withholding Tax Ruling. Subject To the extent that prior to the terms and conditions hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Israeli 102 Closing an interim Withholding Tax Ruling as promptly as practicable. For shall have been obtained, then all references herein to the avoidance of doubt, the language in and provisions of the Israeli 102 Withholding Tax Ruling shall be subject deemed to the prior written approval of Buyer or its counsel and refer to such approval shall not be unreasonably withheldinterim ruling, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the Israel until such time that a final definitive Withholding Tax Authority, the counsel of Company shall provide Buyer and its counsel with an update of such meeting or discussion within five (5) Business Days of such meeting or discussionRuling is obtained.

Tax Ruling. Following Prior to the date execution of this Agreement, the Company shall continue its discussions and negotiations file, or shall have filed, with the Israel Tax Authority in order full coordination with the Parent and Parent’s Israeli counsel (including, Parent shall have or shall have had an opportunity to obtain review any such documents prior to their being filed with the final Israel Tax Authority and shall provide all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application for a tax ruling that will provideprovides, among other things in effect, inter alia, that: (Ai) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) or Section 102(c) of the Israel Israeli Tax Ordinance that are Vested Company Closing Options, the treatment of 102 Options as contemplated by Section 2.2 that are Unvested Options, and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.2consideration, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Israeli Tax Ordinance, provided that the applicable consideration paid to holders of (iA) Company 102 Options or (iiB) Company 102 Shares is deposited for the duration of the 102 Trust Period Period, if applicable, with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Israeli Tax Ordinance to be income subject to the “capital gains route”,” except for 102 Options without trustee and 102 Options which have been granted within 90 days prior to the date of this Agreement; (Bii) Buyer Parent and anyone acting on its behalf, including the Paying and Exchange Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or 102 Options subject to Section 102(b)(2) or Section 102(c) of the Israeli Tax 77 Ordinance; and (iii) the Escrow Fund distributions in respect of 102 Shares subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) and Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to or Section 3(i102(c) of the Israel Israeli Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder securityholder (which ruling may be subject to customary conditions regularly associated together with such a ruling) (the Interim Options Tax Ruling, the “Israeli 102 Tax Ruling”). The Company has obtained the Interim Options Tax Ruling. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect Prior to the Company’s preparation and filing execution of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling. Subject to the terms and conditions hereofthis Agreement, the Company shall use commercially reasonable efforts to takefile, or cause to be takenshall have filed, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Israeli 102 Tax Ruling as promptly as practicable. For the avoidance of doubt, the language in and provisions of the Israeli 102 Tax Ruling shall be subject to the prior written approval of Buyer or its counsel and such approval shall not be unreasonably withheld, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the Israel Tax AuthorityAuthority in full coordination with the Parent and Parent’s Israeli counsel (including, Parent shall have or shall have had an opportunity to review any such documents prior to their being filed with the counsel of Company Israel Tax Authority and shall provide Buyer all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application for a tax ruling that the assumption and its counsel with an update transfer of such meeting or discussion within five all severance/pension/management funds of the Israeli Subsidiary to a subsidiary of the Parent will not result in a tax event (5) Business Days of such meeting or discussionthe “Israeli Funds Ruling”).

Tax Ruling. Following Prior to the date execution of this Agreement, the Company shall continue its discussions and negotiations file, or shall have filed, with the Israel Tax Authority in order full coordination with the Parent and Parent’s Israeli counsel (and Parent shall have had an opportunity to obtain review any such documents prior to their being filed with the final Israel Tax Authority and shall have provided all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application for a ruling that will provideprovides, among other things in effect, inter alia, (A) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares Securities held by the 102 Trustee, of consideration as described in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares Securities is deposited for at least the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax OrdinanceSecurities; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Israel Tax until actually received by the applicable Securityholder Securityholder; and (D) that the Total Consideration paid by Parent or Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israel Tax withholding (the “Israeli 102 Tax Ruling”). The Company shall use its Reasonable Best Efforts to have each Israeli holder of Company Options (whether Vested Company Options or Unvested Company Options, which are subject to the provisions of Section 8.21(b)) execute and deliver to the Company (A) their acknowledgement of receipt of copies of all securities filings under the Israel Securities Authorities Exemption; (B) their agreement to the Israeli 102 Tax Ruling; and (C) their acknowledgement of being informed of the risks involved in shares of a publicly traded company, all in form and substance reasonably satisfactory to Parent. If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that Parent and Buyer and anyone acting on their behalves (including the Paying Agent and the Escrow Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to Company 102 Securities and Company 3(i) Options by the 102 Trustee or the Company (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Interim Options Tax Ruling”). The Company has obtained To the extent the Interim Options Tax RulingRuling is obtained, all references herein to the Israeli 102 Tax Ruling shall be deemed to refer to such interim ruling, until such time that a final definitive Israeli 102 Tax Ruling is obtained. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts Reasonable Best Efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Interim Options Tax Ruling EXECUTION VERSION and the Israeli 102 Tax Ruling as promptly as practicable; provided, however, that if none of such rulings is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. For the avoidance of doubt, the language in and provisions of the Israeli 102 Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Parent and Buyer or its counsel and such approval their counsel, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed. Should Parent’s and Buyer’s counsel not attend any meeting or discussion with the Israel Tax Authority, the counsel of Company shall provide Parent and Buyer and its their counsel with an update of such meeting or discussion within five two (52) Business Days of such meeting or discussion.

Tax Ruling. (a) Following the date of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall continue instruct its discussions Israeli counsel, advisors and/or accountants to prepare and negotiations file with the Israel Tax Authority in order ITA an application for a ruling (which shall be confirmed by Parent prior to obtain its submission) confirming that (i) the final ruling that will provide, among other things (A) that conversion of the treatment of Company 102 Options subject to in accordance with Section 1.7(c) and the provisions of Company 000 XXXx in accordance with Section 102(b)(21.7(d) shall not be regarded as a violation of the Israel Tax Ordinance that are Vested Company Options "requisite holding period" (as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described such term is defined in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance) so long as the respective Option Consideration, provided that RSUs Consideration and the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is Merger Consideration are deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 until the end of the Israel Tax Ordinance to be income subject to respective holding period and (ii) the “capital gains route”; (B) Buyer deposit of the respective Option Consideration, RSUs Consideration and anyone acting on its behalf, including Merger Consideration with the Paying Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to Agent and the 102 Trustee in relation to Company 102 Shares subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 "Options Tax Ruling”"). The Company has obtained shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Company Options or Company Ordinary Shares (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "Interim Options Tax Ruling"). The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect To the extent that prior to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessaryClosing an Interim Options Tax Ruling shall have been obtained, proper or advisable to obtain the Israeli 102 Tax Ruling. Subject then all references herein to the terms and conditions hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Israeli 102 Tax Ruling as promptly as practicable. For the avoidance of doubt, the language in and provisions of the Israeli 102 Options Tax Ruling shall be subject deemed to the prior written approval of Buyer or its counsel and refer to such approval shall not be unreasonably withheldInterim Options Tax Ruling, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the Israel until such time that a final definitive Options Tax Authority, the counsel of Company shall provide Buyer and its counsel with an update of such meeting or discussion within five (5) Business Days of such meeting or discussionRuling is obtained.

Tax Ruling. Following The Israeli legal counsel or accountants of the date Company, in coordination with the Israeli legal counsel of Parent, shall use commercially reasonable efforts to approach the ITA with an application for (A) a ruling (the “Options Tax Ruling”) in relation to the tax treatment of Section 102 Securities and Section 3(i) Securities within the scope of this Agreement, the Company shall continue its discussions and negotiations with the Israel Tax Authority in order Agreement to obtain the final ruling that will provideconfirm, among other things (A) items, that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer Parent and anyone acting on its behalf, behalf (including the Paying Payment Agent) shall not be required to withhold Israeli Taxes in relation to any consideration payable to holders of Section 102 Securities and Section 3(i) Securities where such consideration is transferred to the Section 102 Trustee to be held and distributed by the 102 Trustee pursuant to the terms of the Options Tax Ruling; and (ii) the purchase of Section 102 Shares and the payment in respect of certain Section 102 Securities hereunder shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102) so long as the cash payable is deposited with the Section 102 Trustee at least until the end of the respective holding period, and include additional terms as are customary to include in such rulings; and (B) if the Options Tax Ruling is not granted prior to the Closing, an interim tax ruling confirming among other things that Parent and anyone acting on its behalf (including the Payment Agent) shall be exempt from Israeli withholding Tax in relation to any payments or made with respect to Section 102 Securities and Section 3(i) Securities to the Section 102 Trustee where such consideration is transferred to the Section 102 Trustee in relation Trustee, to Company be held and distributed by the Section 102 Shares subject Trustee, pursuant to Section 102(b)(2) the terms of the Israel Options Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder Ruling (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Interim Options Tax Ruling”). The Each of Parent and the Company has obtained the Interim Options Tax Ruling. The parties will shall, and shall cause their its respective Israeli legal counsel, advisors and accountants to to, coordinate and cooperate and provide all information required with each other with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Options Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable under applicable Law to obtain the Israeli 102 Interim Options Tax Ruling as promptly as practicable. For and the avoidance Options Tax Ruling; provided that if none of doubtsuch rulings is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. The language in and provisions of the Israeli 102 Options Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Buyer Parent or its Israeli counsel and such (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Should BuyerParent’s counsel not attend any meeting or discussion with the Israel Tax AuthorityITA, the counsel of Company shall provide Buyer and Parent and/or its counsel with an update of such meeting or discussion within five (5) Business Days of reasonably promptly following such meeting or discussion. The Company’s failure to comply with this Section 6.20 will not be taken into account for purposes of determining whether any conditions set forth in Article VII to consummate the Mergers have been satisfied.

Tax Ruling. Following As soon as practicable following to the date execution of this Agreement, the Company shall continue its discussions and negotiations file, or shall have filed, with the Israel Tax Authority ITA in order full coordination with Buyer and Buyer’s Israeli counsel (and Buyer shall have had an opportunity to obtain review, comment on and approve any such applications or other documents prior to their being filed with the final ITA, which approval should not be unreasonably withheld, conditioned or delayed, and shall have provided all reasonable cooperation to the Company in relation thereto), an application for a ruling that will provideprovides, among other things in effect, inter alia, (A) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, the Escrow Agent and the Representative, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or Company Options subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and the Representative Expense Fund distributions in respect of Company 102 Securities Shares and Company Options subject to Section 102(b)(2) and Company 3(i) Options subject to Section or 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Tax Ruling”). The Company has obtained shall use its reasonable best efforts to have each Israeli holder of Options (whether Vested Options or Unvested Options) execute and deliver to the Company their agreement to the Israeli 102 Tax Ruling. If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that the Total Consideration paid by Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israeli Tax withholding until actually received by the holder of Company 102 Securities and Company 3(i) Options (the “Interim Options Tax Ruling”). The parties (other than the Representative) will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Interim Options Tax Ruling and the Israeli 102 Tax Ruling as promptly as practicable; provided, however, that if none of such rulings is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. For the avoidance of doubt, the language in and provisions of the applicable, the Israeli 102 Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Buyer or its counsel and such approval shall not be unreasonably withheld, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the Israel Tax AuthorityITA, the counsel of Company shall provide the Israeli counsel of Buyer and its counsel with an update of such meeting or discussion within five (5) Business Days of such meeting or discussion.

Tax Ruling. Following Prior to the date execution of this Agreement, the Company shall continue its discussions and negotiations file, or shall have filed, with the Israel Israeli Tax Authority in order full coordination with the Parent and Parent’s Israeli counsel (and Parent shall have had an opportunity to obtain review any such documents prior to their being filed with the final Israeli Tax Authority and), in a form reasonably acceptable to Parent, an application for a ruling that will provideprovides, among other things in effect, inter alia, (A) that the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) of the Israel Tax Ordinance that are Vested vested Company Options as contemplated by Section 2.2 and the delivery to the 102 Trustee, with respect to Company 102 Shares held by the 102 Trustee, of consideration as described in Section 2.21.2, in each case prior to the lapse of the 102 Trust Period, will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer Parent and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax Taxes in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or Company 102 Options subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities Shares subject to Section 102(b)(2) and Company 3(i) Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax tax until actually received by the applicable Securityholder Equityholder (the “Israeli 102 Tax Ruling”); and (D) that the portion of the Purchase Price paid by Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israeli tax withholding. If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that Buyer and anyone acting on its behalves (including the Paying Agent and the Escrow Agent) shall be exempt from Israeli tax withholding in relation to any payments made with respect to Company 102 Shares subject to Section 102(b)(2) and Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance by the 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Interim Options Tax Ruling”). The Company has obtained the Interim Options Tax Ruling. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Israeli 102 Tax Ruling as promptly as practicable. For the avoidance of doubt, the language in and provisions of the Israeli 102 Tax Ruling shall be subject to the prior written approval of Buyer or its counsel and such approval shall not be unreasonably withheld, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the Israel Tax Authority, the counsel of Company shall provide Buyer and its counsel with an update of such meeting or discussion within five (5) Business Days of such meeting or discussion.Interim Options