Common use of Israeli Tax Rulings Clause in Contracts

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that the conversion or assumption by Parent of Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.

Israeli Tax Rulings. (i) As soon as reasonably practicable practicable, and to the extent legally required, after the execution of this Agreement, Company MediVision shall instruct its Israeli counsel, tax advisors and accountants to prepare and file with the Israeli Income Tax Commissioner Authority an application for a ruling confirming that the conversion or assumption by Parent OIS of Company Stock MediVision Options into options (the "ASSUMED OPTIONS"Replacement Options pursuant to Section 4.04(a) to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock MediVision Options pursuant to Section 3(i) or Section 102 of the OrdinanceOrdinance and, and with respect to such Company Stock MediVision Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock such MediVision Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Each of Company MediVision and Parent OIS shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to reasonably cooperate with each other, with respect to the 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 Income Options Tax Ruling. Subject to the terms and conditions hereof, Company MediVision shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Options Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company MediVision shall instruct its Israeli counsel, tax advisors and accountants to prepare and file with the Israeli Income Tax Commissioner Authority an application for a ruling either that will be in form and substance to OIS’s reasonable satisfaction that (xA) with respect to holders of Shares of MediVision that are non-Israeli residents (as defined in the Ordinance), exempting ParentOIS, Paying the Conversion Agent and the Surviving Corporation from any obligation to withhold Israeli tax Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger ConsiderationConversion Shares, or clarifying that no such obligation exists or (B) with respect to holders of Shares of MediVision that are Israeli residents (as defined in the Ordinance): (I) exempting OIS, the Conversion Agent and the Surviving Corporation from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Conversion Shares, or clarifying that no such obligation exists; , or (yII) clearly instructing ParentOIS, Paying Conversion Agent or the Surviving Corporation how such withholding at source is to be executed, and and, in particular, with respect to the classes or categories of holders or former holders of Company the Shares or Company MediVision Options from which tax Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"“Israeli Withholding Tax Ruling”), such ruling to be in form and substance to OIS’s reasonable satisfaction. Each of Company MediVision and Parent OIS shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company MediVision shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, Ruling as promptly as practicable. In the event that If the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company MediVision shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax Tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authoritiesTax Authorities, will be defined is referred to in this Agreement as a "WITHHOLDING TAX EXTENSION"“Withholding Tax Extension”), such Withholding Tax Extension to be in form and substance to OIS’s reasonable satisfaction. The If the Israeli Withholding Tax Ruling shall is not be a condition precedent obtained at least seven (7) days prior to the obligation date of the parties MediVision Shareholders Meeting, OIS shall provide to effect MediVision a written notice stating whether it intends to withhold Israeli Tax at source from the MergerConversion Shares payable or otherwise deliverable pursuant to this Agreement to holders of Shares of MediVision that are non-Israeli residents (as this term is defined in the Ordinance), and such written determination shall be communicated to the holders of Shares of MediVision as soon as possible and in any event no later than five (5) days prior to the date of MediVision Shareholders Meeting in accordance with applicable Law.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants accountants, in coordination with Parent, to prepare and file with the Israeli Income Taxing Authority applications for the Israeli Withholding Tax Commissioner an application for a ruling confirming that Ruling and the conversion or assumption by Parent of Company Stock Israeli Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance Tax Ruling. Each of the Company Stock Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activitiesshall, and to shall instruct their Representatives and advisors to, cooperate with each other, other with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Withholding Tax Ruling and the Israeli Options Tax Ruling. Subject to the terms and conditions hereof, the Company shall use all reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law legal requirements to obtain the Israeli Income Withholding Tax Ruling and the Israeli Options Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation final text of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, the Interim Withholding Ruling (as promptly defined below), the Israeli Options Tax Ruling and the Interim Options Ruling (as practicabledefined below) shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld or delayed. For this purpose, failure to respond to any draft (or to proposed comments made by the Company’s counsel to any draft) of the Israeli Withholding Tax Ruling, the Interim Withholding Ruling, the Israeli Options Tax Ruling or the Interim Options Ruling within three (3) business days in Israel of receipt shall be deemed to be an approval of such draft (or comments proposed to such draft) by Parent and its counsel. If the Israeli Withholding Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim withholding Tax ruling (the “Interim Withholding Ruling”) providing that (i) Parent and anyone acting on its behalf shall deposit amounts specified in the Interim Withholding Ruling in an escrow account approved by the Israeli Taxing Authority for the benefit of the Israeli Taxing Authority until the Israeli Withholding Tax Ruling is obtained and (ii) Israeli withholding Tax shall not apply to the remaining consideration payable pursuant to this Agreement. In the event that the Israeli Withholding Tax Ruling or the Interim Withholding Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to any Person pursuant to Articles 2 and 3 such amounts as it is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors required to deduct and accountants to promptly apply to the relevant tax authorities for an extension of time withhold with respect to the obligation making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. If the Israeli Options Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim Tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee (the “Interim Options Ruling”). In the event that the Israeli Options Tax Ruling or the Interim Options Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to the 102 Trustee pursuant to Articles 2 and 3, such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. For the avoidance of doubt, any amounts the payment of which has been delayed or withhold Israeli tax at source from any consideration payable or otherwise deliverable held in escrow pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling Section 7.07 shall not be a condition precedent to the obligation of the parties to effect the Mergerbear any interest.

Israeli Tax Rulings. (ia) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct cause its Israeli counsel, in consultation with Parent and its counsel, advisors and accountants and/or accountants, to prepare and file with the Israeli Income Tax Commissioner an application for a ruling ITA one or more applications: (i) confirming that (x) the conversion or assumption by Parent deposit with the Trustee of the ADSs (and Cash Consideration, if applicable) for Company Options, Company RSUs, and for Company Common Stock obtained upon the exercise of Company Stock Options into options (Options, which are subject to the "ASSUMED OPTIONS") to purchase shares statutory holding period under Section 102 of Parent Common Stock the ITO, will not result in a taxable event requirement for an immediate Israeli Tax payment and that the Israeli taxation will be deferred until the completion of such statutory holding period; (y) that the statutory holding period applied with respect to such Company Options, Company RSUs, and Company Common Stock Options pursuant subject to Section 3(i) or Section 102 of the OrdinanceITO will continue uninterrupted from the original date of grant and will not recommence as a result of the transactions contemplated herein; provided, that (1) the applicable options for ADSs delivered to the holders of Company Common Stock are deposited with the Trustee for duration of the statutory holding period, and with respect (2) the applicable options for ADSs delivered to the holders of Company Options and Company RSUs shall be subject to the longer of (A) the contractual vesting terms that applied to such Company Stock Options subject to Section 102and Company RSUs, that and (B) the requisite holding period will be deemed to have begun at the time duration of the issuance of statutory holding period; and (z) such other ruling or relief as the Company Stock Options parties may agree is appropriate to request under the circumstances (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Israeli Options Tax Ruling”). Each ; and (ii) that either (x) exempts Parent, the Company, the Exchange Agent and their respective agents from any obligation to withhold Israeli Tax at source from any consideration deliverable pursuant to this Agreement, or clarifying that no such obligation exists, or (y) clearly instructs Parent, the Company, the Exchange Agent and their respective agents how such withholding at source is to be performed, and in particular, with respect to the classes or categories of holders or former holders of Company and Parent shall cause their respective Israeli counsel, advisors and accountants Common Stock from which Tax is to coordinate all activitiesbe withheld (if any), and the rate or rates of withholding to be applied (“General Ruling” and together with the Israeli Options Ruling, the “Israeli Tax Rulings”). (b) The Company shall, and shall instruct its Representatives to, cooperate with each otherParent, its Israeli counsel and its other Representatives with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax RulingRulings. 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 things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax RulingRulings, as promptly as practicable. The Neither the Company nor any of its Representatives shall make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Israeli Income Tax Ruling Rulings without prior coordination with Parent or its Representatives, and the Company will enable Parent’s Representatives to participate in all discussions and meetings relating thereto. To the extent that Parent’s Representatives elect not to participate in any meeting or discussion, the Company’s Representatives shall provide Parent with a prompt and full report of the discussions held. In any event, the final text of the Israeli Tax Rulings shall in all circumstances be subject to the prior written consent of Parent, which consent shall not be a condition precedent to the obligation of the parties to effect the Mergerunreasonably withheld or delayed. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreementdate hereof, Acquiror and the Company shall instruct its their respective Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner Authority an application for a ruling (a) confirming that (i) that the conversion or assumption by Parent of the Company Stock Options into options (and the "ASSUMED OPTIONS") conversion of the Options to purchase shares of Parent Acquiror Common Stock in accordance with Section 2.10 will not result in a taxable event with respect to requirement for an immediate Israeli tax payment and that the Israeli taxation will be deferred until the exercise of such Company Stock Assumed Options, or in the case of Assumed Options pursuant to Section 3(i) or that are part of a “Section 102 Plan,” until the actual sale of the Ordinance, underlying shares of Acquiror Common Stock by the holders of such Assumed Options; and with respect to such Company Stock Options subject to Section 102, (ii) that the requisite holding period “lock-up period” under any “Section 102 Plan” will continue to run and will not be deemed to have begun at the time restarted as a result of the issuance replacement of the Company Stock Assumed Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Israeli Options Tax Ruling”), (b) that either: (i) exempts Acquiror, the Company and its or their agents from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement as part of the Merger Consideration or as part of the assumption, conversion or replacement of Company Options, or clarifying that no such obligation exists; or (ii) clearly instructs Acquiror, the Company and their agents how such withholding at source is to be performed, and in particular, with respect to the classes or categories of holders or former holders of Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the “Israeli Withholding Tax Pre-Ruling”), and (c) provides that the Escrow Amount shall not be subject to Israeli Tax until actually received by the Stockholders (the “Escrow Tax Ruling”; and together with the Israeli Options Tax Ruling and the Israeli Withholding Tax Pre-Ruling, the “Israeli Tax Rulings”). Each of the Company and Parent Acquiror shall, and shall cause instruct their respective Israeli counselrepresentatives and advisors to, advisors and accountants to coordinate all activities, 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 that may be necessary, proper or advisable to obtain the Israeli Income Tax RulingRulings. Subject to the terms and conditions hereof, Company the parties 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 things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax RulingRulings, as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.

Israeli Tax Rulings. (ia) As soon as reasonably practicable after following the execution of this Agreementdate hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a ruling including an interim ruling (which shall be confirmed by Parent prior to its submission) confirming that the conversion or assumption by Parent of Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock Options subject to Section 102, that 102 of the Ordinance in accordance with Section 6.04 (Company Stock Options) and Company Ordinary Shares subject to Section 102 of the Ordinance in accordance with Section 2.01(c) (Conversion of Company Ordinary Shares) shall not be regarded as a violation of the “requisite holding period will be deemed to have begun at the time period” (as such term is defined in Section 102 of the issuance Ordinance) so long as the respective Option Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the Company Stock Options respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Each The Company shall include a request to exempt Parent, the Surviving Corporation and the Paying Agent from any withholding obligation, in the request for the Options Tax Ruling. Without limiting the generality of Section 6.03(c) and Section 6.03(d), each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Income Options Tax Ruling. The final text of the Option Tax Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which shall not be unreasonably delayed, withheld or conditioned. 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 things necessary, proper or advisable under applicable Law Laws to obtain the Israeli Income Options Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling , however, if a final or interim ruling is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be a condition precedent to the obligation of the parties to effect the Mergerdelayed or postponed merely for that reason. (iib) As soon as reasonably practicable following the date hereof and no later than five (5) Business Days after the execution of this Agreementdate hereof, the Company shall prepare and file, and shall instruct its Israeli counsel, advisors and accountants to prepare and file file, with the Israeli Income Tax Commissioner ITA an application for a ruling either (xwhich shall be confirmed by Parent prior to its submission) that (i) with respect to holders of Company Ordinary Shares that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (A) exempting Parent, the Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement includingAgreement, without limitation, including the Per Share Merger Consideration, or clarifying that no such obligation exists; , or (yB) clearly instructing Parent, the Paying Agent or the Surviving Corporation how such withholding at the source is to be executed, and in particular, with respect to the classes or categories of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or former rates of withholding to be applied and how to identify any such non-Israeli residents; and (ii) with respect to holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (x) exempting Parent, the Paying Agent and Surviving Corporation from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (y) clearly instructing Parent, the Paying Agent or Surviving Corporation how such withholding at the source is to be executed, and in particular, with respect to the classes or categories of holders of the Company Options Ordinary Shares from which tax Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"“Withholding Tax Ruling”), such ruling to be in form and substance to Parent’s reasonable satisfaction. Each Without limiting the generality of Section 6.03(c) and Section 6.03(d), each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. The final text of the Withholding Tax Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which shall not be unreasonably delayed, withheld or conditioned. 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 things necessary, proper or advisable under applicable Law Laws to obtain the Israeli Withholding Tax Ruling, Ruling as promptly as practicable. In , however, if a final or interim ruling is not obtained for any reason whatsoever by the event Closing Date, the Closing shall not be delayed or postponed merely for that reason. (c) If any of the Israeli Withholding Tax Ruling or the Options Tax Ruling is not obtained until prior to the Closing Date, the Closing shall not be delayed or postponed merely for that reason and the Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source Tax from any consideration the Merger Consideration and/or Option Consideration, as applicable, payable or otherwise deliverable pursuant to this Agreement (and if such extension, if extension is not granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent prior to the obligation of date such payments become due and payable, Parent, Paying Agent, the parties to effect 102 Trustee or the MergerSurviving Corporation may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law.

Israeli Tax Rulings. (ia) As soon as reasonably practicable after following the execution of this Agreementdate hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a ruling including an interim ruling (which shall be confirmed by Parent prior to its submission) confirming that the conversion or assumption by Parent of Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock Options subject to Section 102, that 102 of the Ordinance in accordance with ‎Section 6.04 (Company Stock Options) and Company Ordinary Shares subject to Section 102 of the Ordinance in accordance with Section 2.01(c) (Conversion of Company Ordinary Shares) shall not be regarded as a violation of the “requisite holding period will be deemed to have begun at the time period” (as such term is defined in Section 102 of the issuance Ordinance) so long as the respective Option Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the Company Stock Options respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Each The Company shall include a request to exempt Parent, the Surviving Corporation and the Paying Agent from any withholding obligation, in the request for the Options Tax Ruling. Without limiting the generality of Section 6.03(c) and Section 6.03(d), each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Income Options Tax Ruling. The final text of the Option Tax Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which shall not be unreasonably delayed, withheld or conditioned. 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 things necessary, proper or advisable under applicable Law Laws to obtain the Israeli Income Options Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling , however, if a final or interim ruling is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be a condition precedent to the obligation of the parties to effect the Mergerdelayed or postponed merely for that reason. (iib) As soon as reasonably practicable following the date hereof and no later than five (5) Business Days after the execution of this Agreementdate hereof, the Company shall prepare and file, and shall instruct its Israeli counsel, advisors and accountants to prepare and file file, with the Israeli Income Tax Commissioner ITA an application for a ruling either (xwhich shall be confirmed by Parent prior to its submission) that (i) with respect to holders of Company Ordinary Shares that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (A) exempting Parent, the Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement includingAgreement, without limitation, including the Per Share Merger Consideration, or clarifying that no such obligation exists; , or (yB) clearly instructing Parent, the Paying Agent or the Surviving Corporation how such withholding at the source is to be executed, and in particular, with respect to the classes or categories of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or former rates of withholding to be applied and how to identify any such non-Israeli residents; and (ii) with respect to holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (x) exempting Parent, the Paying Agent and Surviving Corporation from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (y) clearly instructing Parent, the Paying Agent or Surviving Corporation how such withholding at the source is to be executed, and in particular, with respect to the classes or categories of holders of the Company Options Ordinary Shares from which tax Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"“Withholding Tax Ruling”), such ruling to be in form and substance to Parent’s reasonable satisfaction. Each Without limiting the generality of Section 6.03(c) and Section 6.03(d), each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. The final text of the Withholding Tax Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which shall not be unreasonably delayed, withheld or conditioned. 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 things necessary, proper or advisable under applicable Law Laws to obtain the Israeli Withholding Tax Ruling, Ruling as promptly as practicable. In , however, if a final or interim ruling is not obtained for any reason whatsoever by the event Closing Date, the Closing shall not be delayed or postponed merely for that reason. (c) If any of the Israeli Withholding Tax Ruling or the Options Tax Ruling is not obtained until prior to the Closing Date, the Closing shall not be delayed or postponed merely for that reason and the Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source Tax from any consideration the Merger Consideration and/or Option Consideration, as applicable, payable or otherwise deliverable pursuant to this Agreement (and if such extension, if extension is not granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent prior to the obligation of date such payments become due and payable, Parent, Paying Agent, the parties to effect 102 Trustee or the MergerSurviving Corporation may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law.

Israeli Tax Rulings. (ia) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct cause its Israeli counsel, advisors and accountants counsel or Israeli consultants to prepare and file with the Israeli Income Tax Commissioner an application Authority one or more applications, or, in the case of applications that have previously been filed, to continue to use its best efforts to diligently pursue in good faith the receipt from the Israeli Tax Authority of one or more rulings that: (i) (A) Provides for a ruling full exemption to Parent, the Exchange Agent, the Surviving Company and its or their agents from withholding requirements as a result of a deferral of Israeli income tax pursuant to Section 104H of the Israeli Tax Ordinance, or (B) to the extent that such payers are not fully exempt from withholding as a result of (A) above, that either: (x) exempts Parent, the Exchange Agent, the Surviving Company and its or their agents from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists; or (y) clearly instructs Parent, the Exchange Agent, the Surviving Company and their agents how and when such withholding at source is to be performed, and in particular, with respect to the classes or categories of former holders of Company Shares from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively, the “Israeli Withholding Tax Ruling”), provided that no withholding or a reduced rate of withholding, as applicable, under Israeli Tax Law will be made from any consideration payable hereunder to a Shareholder to the extent that such Shareholder has provided Parent, prior to the time such payment is made, with an appropriate unequivocal exemption from withholding of Israeli Tax issued by the Israeli Tax Authority confirming that no withholding of Israeli Tax is required with respect to the conversion or particular Shareholder in question. (ii) Are in form and substance reasonably satisfactory to Parent and the Company, confirming that that the assumption by Parent of Company Stock Share Options into options (the "ASSUMED OPTIONS"whether vested or unvested) to purchase shares of Parent Common Stock under Section 2.10 will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or requirement for an immediate Israeli tax payment and that the statutory trust period under Section 102 of the Ordinance, and with respect to Israeli Tax Ordinance for any Company Share Options that are assumed by Parent will continue uninterrupted from the original date of grant of such Company Stock Options subject to Section 102, that the requisite holding period Share Option and will be deemed to have begun at the time not recommence as a result of the issuance of the Company Stock Options (Merger and the other Transactions; which ruling may be subject to customary conditions regularly associated with such a ruling) ruling (the "ISRAELI INCOME TAX RULING"“Israeli Options Tax Ruling”). Each . (iii) If applicable, provides that payments out of the Indemnity Escrow Fund shall not be subject to Israeli Tax until actually received by the Persons entitled thereto, subject to the terms and periods set forth in such ruling (the “Israeli Escrow Tax Ruling”, and together with Israeli Options Tax Ruling and the Israeli Withholding Tax Ruling, the “Israeli Tax Rulings”). (b) Parent shall, and shall instruct its representatives and advisors to, reasonably cooperate with the Company and Parent shall cause their respective its Israeli counsel, consultants, representatives and other advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax RulingRulings. Subject to the terms and conditions hereof, the Company shall use its commercially reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax RulingRulings, as promptly as practicable. The Israeli Income Tax Ruling ; provided that the Company shall not be a condition precedent required to make any material payment (excluding to the obligation ITA) or to post any material security or bond in connection with obtaining such rulings. The Company, its representatives and advisors shall not make any application to, or conduct any negotiation with, the Israeli Tax Authorities with respect to any matter relating to the subject matter of the parties Israeli Tax Rulings without prior consultation with Parent, and will enable Parent’s representatives and advisors to effect participate in all discussions and meetings relating thereto. Parent shall reasonably cooperate with the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct and its Israeli counsel, consultants, representatives and other advisors in the course of such participation and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of extent reasonably necessary to enable the Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax RulingRulings. Subject To the extent that Parent’s representative and advisors elect not to participate in any meeting or discussion, the Company’s representatives and advisors shall provide a prompt and full report of the discussions held. In any event, the final text of the Israeli Tax Rulings shall in all circumstances reasonably satisfactory to the terms Company and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the MergerParent.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreement, the Company Subsidiary shall instruct cause its Israeli counsel, advisors and accountants counsel and/or Israeli consultants to prepare and file with the Israeli Income Tax Commissioner an application ITA one or more applications, or, in the case of applications that have previously been filed, to continue to use its best efforts to diligently pursue in good faith the receipt from the ITA of one or more rulings that: (a) confirm that (A) the payment of consideration pursuant to Section 2.04(e) for a ruling confirming that Company Options subject to the conversion or assumption by Parent of Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock statutory holding period for Section 102 Plans will not result in a taxable event with respect to requirement for an immediate Israeli tax payment and that the Israeli taxation will be deferred until completion of such Company Stock Options pursuant to Section 3(istatutory holding period and release of the cash consideration, as applicable; and (B) or that the statutory holding period under any grants under Section 102 Plans will continue uninterrupted from the original date of grant and will not recommence as a result of the Ordinance, and with respect to such Company Stock Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock Options transactions contemplated herein (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Israeli Options Tax Ruling”); (b) (A) provides for a full exemption to the Parent, the Paying Agent, the Company and its or their agents from withholding requirements as a result of a deferral of Israeli income tax pursuant to Section 104H of the Israeli Tax Code, or (B) to the extent that the Parent is not fully exempt from withholding as a result of (A) above, that either: (x) exempts Parent, the Paying Agent, the Company and its or their agents from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists; or (y) clearly instructs Parent, the Paying Agent, the Company and their agents how and when such withholding at source is to be performed, and in particular, with respect to the classes or categories of holders or former holders of Shares from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (the “Israeli Withholding Tax Ruling”), provided that no withholding under Israeli Tax law will be made from any consideration payable hereunder to a holder of Company Preferred Stock or Company Common Stock to the extent that such stockholder has provided Parent with an appropriate unequivocal exemption or confirmation of a reduced withholding rate issued by the ITA or such other document, opinion or form which, in the sole discretion of Parent, is sufficient to enable Parent to reasonably conclude that no withholding or a reduced rate of withholding, as applicable, of Israeli Tax is required with respect to the particular Stockholder in question, prior to the time such payment is made; and (c) provides that the Escrow Amount shall not be subject to Israeli Tax until actually received by the persons entitled thereto (the “Israeli Escrow Tax Ruling”, and together with Israeli Options Tax Ruling and the Israeli Withholding Tax Ruling, the “Israeli Tax Rulings”). Each of The Company shall, and shall instruct its representatives and advisors to, cooperate with the Parent shall cause their respective and its Israeli counsel, consultants, representatives and other advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax RulingRulings. Subject to the terms and conditions hereof, the Company shall use reasonable its best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax RulingRulings, as promptly as practicable. The Israeli Income Tax Ruling Company, its representatives and advisors shall not be a condition precedent make any application to, or conduct any negotiation with, the Israeli Tax authorities with respect to any matter relating to the obligation subject matter of the parties Israeli Tax Rulings without prior coordination with Parent, and will enable Parent’s representatives and advisors to effect participate in all discussions and meetings relating thereto. Parent shall reasonably cooperate with the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct and its Israeli counsel, consultants, representatives and other advisors in the course of such participation and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of extent reasonably necessary to enable the Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax RulingRulings. Subject To the extent that the Parent’s representative and advisors elect not to participate in any meeting or discussion, the Company’s representatives and advisors shall provide a prompt and full report of the discussions held. In any event, the final text of the Israeli Tax Rulings shall in all circumstances be subject to the terms and conditions hereofprior written consent of Parent, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling which consent shall not be a condition precedent unreasonably withheld, it being understood that Parent may withhold such consent if the Israeli Tax Rulings: (i) impose restrictions or limitations upon Parent or the Company; (ii) require Parent to withhold cash in excess of the difference between (x) the Cash Merger Consideration, and (y) the Cash Escrow Amount; or (iii) fail to fully address the matters described in subsections (a) through (c) above to the obligation reasonable satisfaction of the parties to effect the MergerParent.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this AgreementAgreement Date, the Company shall instruct cause its Israeli counsel and/or Company Contractors, in coordination with Acquirer and its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a the following rulings, provided that Acquirer and its Israeli counsel had the opportunity to review, comment and approve each of such rulings’ application (which for the avoidance of doubt such approval shall not be unreasonably withheld, conditioned or delayed) prior to their filling with the ITA and the rulings prior to their approval by the ITA: a. A ruling confirming that in relation to the conversion or assumption by Parent of 102 Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section Securities and 3(i) Company Options, confirming, among others, that: (i) neither the payment of the Aggregate Consideration for 102 Company Shares or the Vested Option Payments for 102 Company Options, nor the payment of the Option Cash Right Payments for 102 Company Options, will constitute a violation of the requirements of Section 102 of the Ordinance, provided that the applicable consideration attributed to holders of 102 Company Securities is deposited with the 102 Trustee for the statutory minimum trust period under Section 102 of the Ordinance, (ii) the tax event of the Option Cash Rights granted to holders of 102 Company Options and 3(i) Company Options will be deferred to the actual payment of the Option Cash Right Payments, (iii) Acquirer and anyone acting on its behalf, including the Paying Agent and the Escrow Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to 102 Company Securities and 3(i) Company Options (including with respect to such the Aggregate Consideration for 102 Company Stock Shares or the Vested Option Payments for 102 Company Options, or the Option Cash Right Payments for 102 Company Options and 3(i) Company Options); and (iv) the transfer of the Escrow Fund and Shareholders’ Agent Expense Fund in respect of 102 Company Securities and 3(i) Company Options shall not be subject to Section 102, that Israeli Tax until actually received by the requisite holding period will be deemed to have begun at the time of the issuance of the applicable Company Stock Options (Securityholder; which ruling may be subject to customary conditions regularly associated with such a ruling) ruling (the "ISRAELI INCOME TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreementdate hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a ruling confirming ruling: (1) that either: (i) exempts Purchaser and the conversion Company and their agents from any obligation to withhold Israeli Tax at source from any consideration payable or assumption by Parent otherwise deliverable pursuant to this Agreement to Equityholders, including those set aside in the Escrow Fund, or clarifies that no such obligation exists; or (ii) instructs Purchaser and the Company and their agents how such withholding at source is to be performed, and the rate or rates of withholding to be applied (the “Israeli Withholding Tax Ruling”); and (2) that confirms that: (A) the purchase of Company Stock Shares issued under Company Options into options (which at the "ASSUMED OPTIONS") Closing are held in trust by the Trustee and the payment of consideration in respect of such Company Options directly to purchase shares of Parent Common Stock such trustee will not result in a taxable event requirement for an immediate Israeli Tax payment; (B) that the Israeli taxation will be deferred until the end of the “lock up period” under any “Section 102 Plan” and release of the consideration to the Person holding the Company Option (the “Israeli Option Tax Pre-Ruling” and together with the Israeli Withholding Tax Ruling, the “Israeli Tax Rulings”). (3) permitting any Participating Rights Holder who elect to become a party to such a tax pre-ruling (the “Electing Holder”), to defer any applicable Israeli tax with respect to any Closing Consideration Shares that such Company Stock Options Electing Holder will receive pursuant to Section 3(ithis Agreement until the sale, transfer or other conveyance for cash of such Closing Consideration Shares by such Electing Holder (the “104(h) Tax Pre-Ruling”). The 104(h) Tax Pre-Ruling shall not impose any restrictions or Section 102 obligations on the Purchaser or any of the OrdinanceAcquired Companies. The Company shall, and with respect to such Company Stock Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and instruct its Representatives to cooperate with each other, Purchaser and its Israeli counsel and Representatives with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax RulingRulings. Subject to the terms and conditions hereof, Company the parties 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 things necessary, proper or advisable under applicable Applicable Law to obtain the Israeli Income Tax RulingRulings, as promptly as practicable. The Israeli Income Tax Ruling To avoid doubt, the Company and its Representatives shall not be a condition precedent make any application to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, authorities with respect to any matter relating to the classes or categories subject matter of holders or former holders the Israeli Tax Rulings without first consulting with Purchaser’s Israeli legal counsel, and will inform Purchaser’s counsel of Company Shares or Company Options from which tax is to be withheld (if any)the content of any discussions and meetings relating thereto. As of the Closing, the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent Holder Representatives shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain assume sole responsibility for the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, the Company and the Selling Shareholder 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 things necessary, proper or advisable under applicable any Applicable Law to obtain the Israeli Withholding Tax Ruling, aforementioned tax rulings as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreement, Company Xxxxxx shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner Authority an application for a ruling confirming that the conversion or assumption by Parent VeriFone of Company Stock Xxxxxx Options into options (the "ASSUMED OPTIONS"“Assumed Options”) to purchase shares of Parent VeriFone Common Stock will not result in a taxable event with respect to such Company Stock Xxxxxx Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock Xxxxxx Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock Xxxxxx Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Each of Company Xxxxxx and Parent VeriFone shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Income Options Tax Ruling. Subject to the terms and conditions hereof, Company Xxxxxx shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Options Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company Xxxxxx shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner Authority an application for a ruling either which will be in form and substance to VeriFone’s reasonable satisfaction that (x) with respect to holders of Shares of Xxxxxx that are non-Israeli residents (as defined in the Ordinance), exempting ParentVeriFone, Paying Exchange Agent and Surviving Corporation from any obligation to withhold Israeli tax Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) with respect to holders of Shares of Xxxxxx that are Israeli residents (as defined in the Ordinance): (a) exempting VeriFone, Exchange Agent and Surviving Corporation from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Merger Consideration, or clarifying that no such obligation exists, or (b) clearly instructing ParentVeriFone, Paying Exchange Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company the Shares or Company Xxxxxx Options from which tax Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"“Israeli Withholding Tax Ruling”), such ruling to be in form and substance to VeriFone’s reasonable satisfaction. Each of Company Xxxxxx and Parent VeriFone shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company Xxxxxx shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company Xxxxxx shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax Tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authoritiesTax Authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"“Withholding Tax Extension”), such Withholding Tax Extension to be in form and substance to VeriFone’s reasonable satisfaction. The In the event that the Israeli Withholding Tax Ruling is not obtained at least seven (7) days prior to the date of Xxxxxx shareholders Meeting, VeriFone shall provide to Xxxxxx a written notice stating whether it has determined that it is required to withhold Israeli Tax at source from the Merger Consideration payable or otherwise deliverable pursuant to this Agreement to holders of Shares of Xxxxxx that are non-Israeli residents (as this term is defined in the Ordinance), and such written determination shall be communicated to the holders of Shares of Xxxxxx as soon as possible and in any event no later than five (5) days prior to the date of Xxxxxx shareholders Meeting in accordance with applicable law. In the event that VeriFone determines that it is required to so withhold Israeli Tax at source and the approval of this Agreement by the shareholders of Xxxxxx shall not have been obtained at the Xxxxxx Shareholders Meeting, then Xxxxxx shall not be a condition precedent required to pay the obligation Expense Reimbursement in accordance with Section 8.5(b) upon termination of the parties to effect the Mergerthis Agreement.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct will cause its Israeli advisors, in coordination with Parent and its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a the following rulings: (i) A ruling confirming that in relation to the conversion or assumption by Parent of 102 Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section Securities and 3(i) or Company Options, confirming, to the satisfaction of Parent, inter alia, that: (i) neither the payment for Company Ordinary Shares that are 102 Company Shares nor the payment (when due and as contemplated herein) for Company Vested Options that are 102 Company Options will constitute a violation of the requirements of Section 102 of the OrdinanceITO, provided that the applicable consideration attributed to holders of 102 Company Securities is deposited with the 102 Trustee for the statutory minimum trust period under Section 102 of the ITO, (ii) Parent, Purchaser and anyone acting on their behalf, including the Paying Agent and the Escrow Agent, will be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to 102 Company Securities and 3(i) Company Options, and with (iii) the transfer of the Indemnity Escrow Amount and Securityholder Representative Reserve in respect to such of 102 Company Stock Securities and 3(i) Company Options will not be subject to Section 102, that Israeli Tax until actually received by the requisite holding period will be deemed to have begun at the time of the issuance of the applicable Company Stock Options (Securityholder; which ruling may be subject to customary conditions regularly associated with such a ruling) ruling (the "ISRAELI INCOME TAX RULING"“Option Tax Ruling”). Each If the Option Tax Ruling is not granted by the Closing Date, the Company will seek to receive prior to such date an interim tax ruling confirming, to the satisfaction of Parent, among others that Parent, the Purchaser and anyone acting on their behalf (including the Paying Agent and Escrow Agent) will be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee with respect to 102 Company Securities and Parent shall 3(i) Company Options, which interim tax ruling may be subject to customary conditions regularly associated with such an interim tax ruling (the “Interim Options Ruling,” and together with the Option Tax Ruling, the “Israeli Tax Rulings”). (ii) The Parent, Purchaser and Company will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all activities, and to cooperate with each other, 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 Income Tax RulingRulings. Subject to the terms and conditions hereof, the Company shall will use reasonable best efforts to promptly take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax Ruling, Rulings as promptly as practicable. The ; provided, that if none of such Israeli Income Tax Ruling shall Rulings is obtained for any reason whatsoever by the Closing Date, the Closing will not be a condition precedent delayed or postponed. For the avoidance of doubt it is clarified that the language of the Israeli Tax Rulings (as applicable) and/or the application of such Israeli Tax Rulings (and for the avoidance of doubt either the Interim Options Ruling and/or the Option Tax Ruling) will be subject to the obligation prior review, comment and approval of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct Parent and its Israeli counsel, advisors counsel and accountants any submission to prepare the ITA will be made only after Parent and/or its counsel have given such approval and file any agreement reached with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, ITA with respect to the classes Israeli Tax Rulings will first be subject to the approval of Parent and/or its counsel and only thereafter will be agreed and closed with the ITA (for the avoidance of doubt any such approval will not be unreasonably withheld, conditioned or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"delayed). Each The Company will inform Parent in advance of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate any meeting or other discussion with each other, the ITA with respect to any of the preparation Israeli Tax Rulings and filing allow Parent’s counsel to attend such meeting and participate in such discussions. Should Parent’s counsel not attend any such meeting or discussion with the ITA, the counsel of the Company will promptly provide Parent’s counsel with an update of such application and in the preparation of any written meeting or oral submissions that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Mergerdiscussion.

Israeli Tax Rulings. (ia) As soon as reasonably practicable after Prior to the execution of this Agreement, the Company shall instruct has instructed its Israeli tax advisor, in consultation with Parent and its counsel, advisors and and/or accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that Authority one or more applications seeking, inter alia, confirmation that: (i) the conversion or assumption by Parent deposit with the 102 Trustee of the portion of any payments to be paid to holders of Company Stock Options into options (102 Shares, if any, and Company 102 Options, which are subject to the "ASSUMED OPTIONS") to purchase shares statutory holding period under Section 102 of Parent Common Stock the Israeli Tax Ordinance, will not result in a taxable event requirement for an immediate Israeli Tax payment (or withholding by Parent or the Surviving Corporation), and that the statutory holding period applied with respect to Company 102 Shares and Company 102 Options will continue uninterrupted from the original date of grant and will not recommence as a result of the transactions contemplated herein, provided that the respective portion of the Initial Amount paid to such holders of Company Stock 102 Options pursuant and Company 102 Shares is deposited with the 102 Trustee for the remainder of the duration of the statutory holding period; (ii) Parent, the Company and anyone acting on their behalf (including the Paying Agent) shall be exempt from withholding tax in relation to Section 3(i) or any payments made to the Section 102 of Trustee in relation to the OrdinanceCompany 102 Options and Company 102 Shares, if any; the confirmations included in this sub-section (ii) and in sub-section (i) above, collectively, and with respect additional confirmations included in such ruling the “Israeli Options Tax Ruling;” (iii) such other ruling or relief as the parties shall agree is appropriate to request under the circumstances (all such Company Stock Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock Options (which ruling rulings may be subject to customary conditions regularly associated with such a ruling) (collectively with the "ISRAELI INCOME TAX RULING"Israeli Options Tax Ruling, the “Israeli Tax Rulings”). (b) If the Israeli Options Tax Ruling is not granted prior to Closing, the Company shall seek to receive prior to the Closing an interim tax ruling(s) confirming, among other things, that (i) Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the 102 Trustee (the “Interim Option Ruling”) and all references herein to the Israeli Options Tax Ruling shall be deemed to refer to the Interim Option Ruling, until such time that a final definitive Israeli Options Tax Ruling is obtained. (c) The parties hereto understand and acknowledge that the Israeli Tax Rulings may not be obtained (provided however that the Interim Option Ruling will be obtained prior to Closing) or may contain such provisions, terms and conditions as the Israeli Tax authority may prescribe, which may be different from those detailed in this Agreement. Each The parties further understand and acknowledge that the benefits to holders contemplated in this Agreement may not be granted, or may not be granted in full. The parties agree that in the event that the Israeli Tax Rulings are not obtained, Parent, the Surviving Corporation, the Israeli Subsidiary, the Paying Agent, the 102 Trustee and the Escrow Agent, as the case may be, shall be entitled to withhold any amount as may be required under applicable Tax, the Interim Option Ruling and in accordance with this Agreement. Whereas in the event that the Israeli Tax Authority prescribes provisions, terms or conditions that differ from those detailed above, Parent, the Surviving Corporation, the Israeli Subsidiary, the Paying Agent, the 102 Trustee or the Escrow Agent, as the case may be, shall act in accordance with the provision, terms and conditions of Company and Parent shall cause their respective the Israeli counselTax Rulings. (d) Subject to the provisions of Section 1.16(a) above, advisors and accountants to coordinate all activitiesthe Stockholders’ Agent shall, and to shall instruct its representatives and advisors to, cooperate with each otherParent and its Israeli tax advisor, representatives and advisors with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Options Tax RulingRuling and any Israeli Tax Rulings to the extent applicable. Subject to the terms and conditions hereof, Company the parties shall use all reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law Legal Requirements to obtain the Israeli Income Tax Ruling, as promptly as practicable. The Israeli Income Options Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its and any Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax RulingRulings, as promptly as practicable. In any event, the event that final text of the requests to obtain the Israeli Withholding Options Tax Ruling is not obtained until and any Israeli Tax Rulings and the Closing Dateactual the Israeli Options Tax Ruling and any Israeli Tax Rulings, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension extent drafted or amended by any of time with respect the parties or their professional advisors shall in all circumstances be subject to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extensionprior written consent of Parent and the Stockholders’ Agent on behalf of the Company Holders, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling which consent shall not be a condition precedent to the obligation of the parties to effect the Mergerunreasonably withheld or delayed.

Israeli Tax Rulings. The Company’s advisors are seeking to obtain certain rulings from the ITA as follows: (i) As soon a ruling that (1) exempts Buyer and its agents from any obligation to withhold Israeli Tax at source from the consideration payable to the Selling Shareholders pursuant to this Agreement as reasonably practicable after of the execution Closing; and (2) defers applicable withholding requirements to such dates as are specified by the ITA and/or the terms and conditions set forth in Section 104H of this Agreementthe Israeli Code; and (3) provides that all payments to the Escrow Agent of the Escrow Shares shall not be subject to Israeli Tax or withholding requirements (the “Israeli Withholding Tax Ruling”); and (ii) a ruling that exempts Buyer and its agents from any obligation to withhold Israeli Tax at source at the closing from the Liquidation Event Payment to which the Liquidation Event Participants are entitled; and that defers applicable withholding requirements as set forth in such rulings (the “Israeli Liquidation Event Payment Ruling” and together with the Israeli Withholding Tax Ruling, the “Israeli Tax Rulings”). The Company shall, and shall instruct its representatives and advisors to, cooperate with Buyer and its Israeli counsel, representatives and advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that the conversion or assumption by Parent of Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax RulingRulings. Subject to the terms and conditions hereof, Company the parties 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 things necessary, proper or advisable under applicable Applicable Law to obtain the Israeli Income Tax RulingRulings, as promptly as practicable. The To avoid doubt, the Company, its representatives and advisors shall not make any application to, or conduct any negotiation with, the Israeli Income tax authorities with respect to any matter relating to the subject matter of the Israeli Tax Ruling Rulings without the consent of the Buyer. Notwithstanding, the final text of the Israeli Tax Rulings shall in all circumstances be subject to the prior written confirmation of Buyer, which consent shall not be a condition precedent to the obligation of the parties to effect the Mergerunreasonably withheld. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.

Israeli Tax Rulings. (i) As soon as reasonably practicable after following the execution date of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a ruling (which shall be provided to Parent for review and approval prior to its submission, which approval shall not be unreasonably withheld) (i) confirming that the conversion or assumption by Parent treatment of Company any Options and Stock Options into options (the "ASSUMED OPTIONS") Appreciation Rights subject to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and Ordinance in accordance with respect to such Company Stock Options subject to Section 102, that 2.3 shall not be regarded as a violation of the requisite holding period will be deemed to have begun at period, if the time applicable Option Consideration is deposited with the Option Trustee of such Options and Stock Appreciation Rights until the end of the issuance of the Company Stock Options respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling), and (ii) requesting to exempt the non-Israeli Personnel and consultants of the Company and its Affiliates from Israeli Tax, and to exempt the Company (and the Surviving Corporation after the Merger), its applicable Affiliates, Parent, Merger Sub, the Option Trustees and the Paying Agent from any withholding obligation with respect to payments made pursuant to the Merger with respect to Options and Stock Appreciation rights (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Parent will apply to the ITA to seek a pre-ruling exempting Parent and the Surviving Corporation from any obligation to withhold Israeli Tax from any consideration deposited with or payable by the Paying Agent, the Option Trustees, the Surviving Corporation or otherwise deliverable pursuant to this Agreement or clarifying that no such obligation exists (the “Withholding Tax Ruling”). In the alternative, the Company shall, if requested by Parent, submit or include in the request for the Options Tax Ruling a request for the Withholding Tax Ruling. Each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain in support of the Israeli Income request for the Options Tax Ruling and the Withholding Tax Ruling. 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 things necessary, proper or advisable under applicable Law Laws to obtain cause or facilitate obtaining the Israeli Income Options Tax Ruling and the Withholding Tax Ruling, as promptly as practicable. The Israeli Income ; provided, that obtaining the Options Tax Ruling or Withholding Tax Ruling shall not be a condition precedent to the obligation of Company’s obligations to complete the parties Merger or any other Transactions; provided, further, that if the Withholding Tax Ruling is not obtained prior to effect the Merger. (ii) As soon as reasonably practicable after Closing Date, the execution of this Agreement, Company shall may instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source Tax from any consideration the Merger Consideration, Option Consideration or Warrant Consideration payable or otherwise deliverable pursuant to this Agreement (and if such extension, if extension is not granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent prior to the obligation date such payments become due and payable, Parent or the Surviving Corporation may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law. For the avoidance of doubt (and unless Parent is entitled to and does elect to directly pay the Option Consideration as contemplated by Section 2.3(d)), the Option Trustee shall wire the funds to each such Option or Stock Appreciation Right holder after deducting all applicable withholding Taxes (subject to the requirements of the parties to effect the MergerOption Tax Ruling).

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this AgreementAgreement Date, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a ruling: (i) that either: (i) exempts Buyer and the Company and their agents from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement to Shareholders, or clarifies that no such obligation exists; or (ii) instructs Buyer and the Company and their agents how such withholding at source is to be performed, and the rate or rates of withholding to be applied (the “Israeli Withholding Tax Ruling”); (ii) provides that all payments out of the Escrow Amount shall not be subject to Israeli Tax or withholding requirements until actually received by the persons entitled to such payments (the “Escrow Tax Ruling”); and (iii) a ruling confirming that confirms that: (A) the conversion or assumption by Parent purchase of Company Stock Shares issued under Company Options into options (which at the "ASSUMED OPTIONS") Closing are held in trust by the trustee appointed by the Company for the purpose of the Company’s “Section 102 Plan” and the payment of consideration in respect of such Company Options directly to purchase shares of Parent Common Stock such trustee will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(irequirement for an immediate Israeli Tax payment; (B) or that the Israeli taxation will be deferred until the end of the “lock up period” under any “Section 102 Plan” and release of the Ordinanceconsideration to the Shareholder holding the Company Option; (the “Israeli Option Tax Pre-Ruling” and together with the Israeli Withholding Tax Ruling and the Escrow Tax Ruling, the “Israeli Tax Rulings”). The Company shall, and shall instruct its representatives and advisors to, cooperate with respect to such Company Stock Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Stock Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"). Each of Company Buyer and Parent shall cause their respective its Israeli counsel, representatives and advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax RulingRulings. Subject to the terms and conditions hereof, Company the parties 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 things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax RulingRulings, as promptly as practicable. The To avoid doubt, the Company, its representatives and advisors shall not make any application to, or conduct any negotiation with, the Israeli Income tax authorities with respect to any matter relating to the subject matter of the Israeli Tax Ruling Rulings without the consent of the Buyer. Notwithstanding, the final text of the Israeli Tax Rulings shall in all circumstances be subject to the prior written confirmation of Buyer, which consent shall not be a condition precedent to the obligation of the parties to effect the Mergerunreasonably withheld. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors SBT and accountants certain SBT Sellers intend to prepare and file with the Israeli Income Tax Commissioner ITA an application for a ruling confirming that the conversion or assumption by Parent of Company Stock Options into options permitting any such SBT Seller who elects to become a party to such a Tax ruling (the "ASSUMED OPTIONS") each, an “Electing Holder”), to purchase shares of Parent Common Stock will not result in a taxable event defer any applicable Israeli Tax, if applied, with respect to such Company Stock Options SBT Consideration Shares (and if deemed necessary by such Electing Holder, any SBT Earnout Shares) that such Electing Holder will receive pursuant to Section 3(i) this Agreement until the sale, transfer or Section 102 other conveyance for cash of such share portion of the Ordinance, and with respect to consideration by such Company Stock Options subject to Electing Holder or such other date set forth in Section 102, that the requisite holding period will be deemed to have begun at the time 104H of the issuance of the Company Stock Options (which ruling may be subject to customary conditions regularly associated with such a ruling) ITO (the "ISRAELI INCOME TAX RULING"“104H Tax Ruling”). Each of Company DEAC, DK and Parent New DK, as applicable shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to reasonably cooperate with each otherSBT, the Electing Holders and their Israeli counsel with respect to the 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 Income 104H Tax Ruling or the 104H Interim Ruling, provided that any costs associated with the application for the 104H Tax Ruling shall be paid by SBT. Subject Each written submission or application for the 104H Tax Ruling or the Interim 104H Ruling shall be in a form approved in good faith by DK prior to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause submission (such approval not to be takenunreasonably withheld, all action and to do, conditioned or cause to be done, all things necessary, proper delayed). Upon the obtaining of the 104H Tax Ruling or advisable under applicable Law to obtain the Israeli Income Tax 104H Interim Ruling, as promptly as practicable. The Israeli Income applicable, DEAC, New DK, SBT and any trustee appointed pursuant to the 104H Tax Ruling shall not be a condition precedent furnish to the obligation ITA a customary approval letter, prepared by SBT and approved in good faith by each Person that will furnish such letter, of the parties terms of such ruling. Notwithstanding the provisions of Section 13.6, if the 104H Tax Ruling or the 104H Interim Ruling shall be received at least three (3) Business Days prior to effect the Merger. (ii) As soon as reasonably practicable after applicable withholding date, then the execution provisions of this Agreementthe 104H Tax Ruling or the 104H Interim Ruling shall apply with respect to each Electing Holder and, Company shall instruct its solely for purposes of Israeli counselTaxes, advisors all applicable withholding and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, reporting procedures with respect to the classes consideration payable hereunder shall be made in accordance with the provisions of the 104H Tax Ruling or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax 104H Interim Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until the Closing Dateapplicable, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation Section 104H of the parties to effect the MergerITO.

Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this AgreementAgreement Date, the Company shall instruct cause its Israeli counsel and/or Company Contractors, in full coordination with Parent and Acquirer and their Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a the following rulings: (1) A ruling confirming that in relation to the conversion 102 Company Securities and 3(i) Company Options, confirming, among others, that: (i) neither the payment of the Aggregate Consideration for 102 Company Shares or the Option Payments for 102 Company Options, nor the assumption by Acquirer or Parent of Company Stock the Assumed Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or granted under Section 102 of the Ordinance, will constitute a violation of the requirements of Section 102 of the Ordinance, provided that the applicable consideration (i.e. cash consideration or Assumed Options) attributed to holders of Company 102 Securities is deposited with the 102 Trustee for the statutory minimum trust period under Section 102 of the Ordinance, (ii) the assumption by Acquirer or Parent of the Assumed Options granted under Section 102 and Section 3(i) of the Ordinance, will not constitute a tax event, and with respect to such 102 Company Stock Options, the tax will be deferred to the earlier of the actual sale of the Assumed Options and their release from trust, (iii) Acquirer 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 102 Company Securities and 3(i) Company Options; and (iv) the transfer of the Escrow Fund in respect of 102 Shares shall not be subject to Section 102, that Israeli Tax until actually received by the requisite holding period will be deemed to have begun at the time of the issuance of the applicable Company Stock Options (Shareholder; which ruling may be subject to customary conditions regularly associated with such a ruling (the “Option Tax Ruling”). If the Option Tax Ruling is not granted prior to the 15th day of the calendar month following the month in which the Closing occurs, the Company shall seek to receive prior to such date an interim tax ruling confirming among others that Acquirer and anyone acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee with respect to 102 Company Securities and 3(i) Company Options (which interim tax ruling may be subject to customary conditions regularly associated with such an interim tax ruling) (the "ISRAELI INCOME TAX RULING"“Interim Options Ruling”, and collectively with Option Tax Ruling, the “Israeli Tax Rulings”). Each of Company and Parent shall . (2) The parties (other than the Shareholders’ Agent) will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all activities, and to cooperate with each other, 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 Income Tax RulingRulings. Subject to the terms and conditions hereof, the Company shall use reasonable best all efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax Ruling, Rulings as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement; provided, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing none of such application and in the preparation of Israeli Tax Rulings is obtained for any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In the event that the Israeli Withholding Tax Ruling is not obtained until reason whatsoever by the Closing Date, Company the Closing shall instruct its not be delayed or postponed. For the avoidance of doubt it is clarified that the language of the Israeli counsel, advisors and accountants to promptly apply Tax Rulings (as applicable) shall be subject to the relevant tax authorities for an extension prior written approval of time Acquirer or its counsel. The Company will inform the Acquirer in advance of any meeting or other discussion with the ITA with respect to the obligation to deduct or withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement (such extension, if granted by of the Israeli tax authoritiesTax Rulings and allow Acquirer’s counsel to attend such meeting and participate in such discussions. Should Acquirer’s counsel not attend any such meeting or discussion with the ITA, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding Tax Ruling shall not be a condition precedent to the obligation counsel of the parties to effect the MergerCompany shall provide Acquirer’s counsel with an update of such meeting or discussion within one Business Day of such meeting or discussion.

Israeli Tax Rulings. (i) As soon as reasonably practicable after following the execution date of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for a ruling (which shall be provided to Parent for review and approval prior to its submission, which approval shall not be unreasonably withheld) (i) confirming that the conversion or assumption by Parent treatment of Company Stock any Options into options (the "ASSUMED OPTIONS") subject to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and Ordinance in accordance with respect to such Company Stock Options subject to Section 102, that 2.3 shall not be regarded as a violation of the requisite holding period will be deemed to have begun at period, if the time applicable Option Consideration is deposited with the 102 Trustee of such Options until the end of the issuance of the Company Stock Options respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling), and (ii) requesting to exempt the non-Israeli Personnel and consultants of the Company and its Affiliates from Israeli Tax, and to exempt the Company (and the Surviving Company after the Merger), its applicable Affiliates, Parent, Merger Sub, the 102 Trustee and the Paying Agent from any withholding obligation with respect to payments made pursuant to the Merger with respect to Options (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Parent will apply to the ITA to seek a pre-ruling exempting Parent and the Surviving Company from any obligation to withhold Israeli Tax from any consideration deposited with or payable by the Paying Agent, the 102 Trustee, the Surviving Company or otherwise deliverable pursuant to this Agreement or clarifying that no such obligation exists (the “Withholding Tax Ruling”). In the alternative, the Company shall, if requested by Parent, submit or include in the request for the Options Tax Ruling a request for the Withholding Tax Ruling. Each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain in support of the Israeli Income request for the Options Tax Ruling and the Withholding Tax Ruling. 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 things necessary, proper or advisable under applicable Law Laws to obtain cause or facilitate obtaining the Israeli Income Tax Ruling, as promptly as practicable. The Israeli Income Options Tax Ruling shall not be a condition precedent to and the obligation of the parties to effect the Merger. (ii) As soon as reasonably practicable after the execution of this Agreement, Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling either (x) exempting Parent, Paying Agent and Surviving Corporation from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement including, without limitation, the Per Share Merger Consideration, or clarifying that no such obligation exists; or (y) clearly instructing Parent, Paying Agent or Surviving Corporation how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of Company Shares or Company Options from which tax is to be withheld (if any), the rate or rates of withholding to be applied (the "ISRAELI WITHHOLDING TAX RULING"). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants 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 that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Withholding Tax Ruling, as promptly as practicable. In Neither the event that Company nor any of its Representatives shall make any application to, or conduct any negotiation with, the Israeli Withholding Tax Ruling is not obtained until the Closing Date, Company shall instruct its Israeli counsel, advisors and accountants to promptly apply to the relevant tax authorities for an extension of time ITA with respect to any matter relating to the obligation subject matter of the Option Tax Ruling in coordination with Parent and its representatives, and the Company will enable Parent’s representatives to deduct participate in all discussions and meetings relating thereto to the extent practical and upon reasonable notice. To the extent that Parent’s representatives elect not to participate in any meeting or withhold Israeli tax at source from discussion, the Company’s representatives shall provide Parent with a prompt and full report of the discussions held. In any consideration payable or otherwise deliverable pursuant to this Agreement (such extensionevent, if granted by the Israeli tax authorities, will be defined in this Agreement as a "WITHHOLDING TAX EXTENSION"). The Israeli Withholding final text of the request for the Option Tax Ruling shall be subject to the prior written consent of Parent, which consent shall not be a condition precedent to the obligation of the parties to effect the Mergerunreasonably withheld or delayed.