Common use of Required Withholding Clause in Contracts

Required Withholding. (a) Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld with respect to such payment pursuant to the Code or any other applicable federal, state, local or foreign Laws related to Taxes. Any such amounts are so deducted or withheld shall be paid over to the appropriate Governmental Authority and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made. (b) Notwithstanding anything to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.

Required Withholding. (a) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, Merger Sub, the Company Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement to such holder of record of Company Shares or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any Person such amounts as are required applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to be deducted or withheld with respect to such payment pursuant Closing, then, notwithstanding anything to the Code or contrary, Payor shall make payments and withhold any other applicable federalIsraeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, state, local or foreign Laws related to Taxesunless the parties agree otherwise in writing. Any such To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority and Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (b) Notwithstanding anything . The Payor shall provide to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold each person with respect to the making of whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposeswithholding, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicableperson's request.

Required Withholding. (a) Each of the Payment Agent, Parent, the Company Company, the Surviving Corporation and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Exchange Agent shall be entitled to deduct and withhold from any payments or consideration made pursuant to this Agreement such amounts of the Cash Consideration or such number of ADSs as they may be required to deduct and withhold from such payment of Cash Consideration and ADSs under any applicable Tax Laws, including the ITO (it being agreed that Parent, the Surviving Corporation and the Exchange Agent shall be permitted to satisfy any Tax withholding requirement with respect to the Merger Consideration by deducting and withholding the appropriate cash amount from the Cash Consideration); provided, however, that if Parent, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement to any Person such amounts as are required with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be deducted a valid approval or withheld with respect ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to such payment pursuant to the Code be withheld, an exemption from withholding or any other applicable federalinstructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, statethen the withholding (if any) of any amounts under the ITO, local from the consideration payable to such payee hereunder, and the payment of the consideration or foreign Laws related to Taxesany portion thereof, shall be made only in accordance with the provisions of such Israeli Tax Certificate. Any If Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such amounts are so deducted or withheld shall be paid over to the appropriate Governmental Authority and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding was madewithholding. (b) Notwithstanding anything to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.

Required Withholding. (a) Each of the Payment Agent, Parent, the Company Exchange Agent and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Parent shall be entitled to deduct and withhold from any amounts consideration, or other amounts, payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Shares or any other Person such amounts as are required to be deducted or withheld therefrom under any applicable Law (including the Ordinance and the regulations promulgated thereunder, the Israeli Income Tax Rulings or any other provision of Israeli Law, statute, regulation, administrative ruling, pronouncement or other authority or judicial opinion, as well as any withholding provision of the Internal Revenue Code of 1986 (the “Code”) and the Treasury regulations promulgated thereunder); provided that no withholding under Israeli Tax Law will be made from any consideration payable hereunder to a holder of Company Shares to the extent that such holder has provided Parent or the Exchange Agent, as the case may be, prior to the time such payment or delivery is made, with a valid exemption or ruling issued by the Israeli Tax Authority exempting the payment or delivery of the Merger Consideration to the relevant holder of Company Shares or Company Stock Options, or the other amounts payable or otherwise deliverable pursuant to this Agreement, from withholding Tax; provided, further, that with respect to any withholding under the Laws of the State of Israel, the Exchange Agent and Parent shall act in accordance with the Israeli Income Tax Rulings, if obtained, provided that in no event shall Parent and/or Exchange Agent be required to deliver consideration deliverable under this Agreement until the cash amount required to be withheld is provided to Parent or the Exchange Agent by the intended recipient (whether in cash or by way of binding written instructions to sell any part of the shares of Parent Common Stock due to such payment pursuant holder and use the proceeds of such sale (net after Tax and transaction costs) to make the Code or any other applicable federal, state, local or foreign Laws related to Taxeswithholding of the Tax). Any such To the extent amounts are so deducted or withheld shall be paid over pursuant to the appropriate Governmental Authority and this Section 2.4(g), such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of to whom such deduction amounts would otherwise have been paid and withholding was made. (b) Notwithstanding anything such amounts shall be remitted to the contrary herein: (i) any amounts orapplicable Governmental Entity in accordance with applicable Law and notice thereof shall be provided to the applicable holder of Company Shares. Any purported withholding of Taxes from payments or other deliveries made in accordance with the provisions of this Agreement, if applicablethe amount of which was forwarded to the relevant Governmental Entity, equity securities shall not be deemed a breach of Parent payable to a Section 102 Holder this Agreement and the amount so withheld shall be treated for all purposes under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account Person to whom such amounts would otherwise have been paid, notwithstanding that withholding of Taxes might have not been required. Any holder or former holder of Company Shares or Company Stock Options that instructed Parent or the Exchange Agent to sell any part of the consideration payable or otherwise deliverable shares of Parent Common Stock due to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, holder shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (have no claim against Parent or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes Exchange Agent and/or their officers or directors with respect to such sale, including the consideration payable (includingtiming of such sale, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of price received for the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling sold shares or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicabletransaction costs.

Required Withholding. (a) Each of the Payment Exchange Agent, Parent, the Company Parent and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Corporation shall be entitled to deduct and withhold from any amounts consideration payable or otherwise deliverable pursuant to this Agreement to any Person holder or former holder of Company Common Stock, Employee Options or Company Warrants such amounts as are required to be deducted or withheld with respect to such payment pursuant to therefrom under the Code or under any other applicable federal, provision of state, local or foreign Laws related to Taxestax law or under any other applicable legal requirement. Any To the extent such amounts are so deducted or withheld shall be paid over to the appropriate Governmental Authority and withheld, such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of person to whom such deduction and withholding was made. (b) Notwithstanding anything to amounts would otherwise have been paid, provided, however, that none of the contrary herein: (i) any amounts orExchange Agent, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee Surviving Corporation shall be entitled to withhold Israeli Taxes any amounts pursuant to this Section 2.6(f) if the Exchange Agent, Parent or the Surviving Corporation has received prior to the issuance or distribution of any shares of Parent Common Stock pursuant to this Agreement, such certificates or forms as are sufficient, under applicable law, to establish that withholding is not required (together with a satisfactory supporting legal opinion, if the Exchange Agent, Parent or the Surviving Corporation so requires); provided, further, that the Exchange Agent, Parent or the Surviving Corporation agree that, before withholding and paying over any amounts to a U.S. taxing authority with respect to a holder or former holder of Company Common Stock, Employee Options or Company Warrants pursuant to this Section 2.6(f) (and delivering to such holder the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day balance of the calendar month following portion of the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior shares of Parent Common Stock payable to such timeholder or former holder of Company Common Stock, Employee Options or Company Warrants pursuant to this Agreement), Parent shall (or shall cause the Exchange Agent to) provide such holder or former holder of Company Common Stock, Employee Options or Company Warrants with written notice and shall consult with such holder or former holder of Company Common Stock, Employee Options or Company Warrants in order to minimize the amount of any such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicablewithholding.

Required Withholding. (a) Each Notwithstanding anything to the contrary hereunder, each of the Payment Parent, its Subsidiaries, Merger Sub, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee, the Paying Agent, Parentthe nominee company, the Company Stock Exchange clearinghouse and the Surviving Corporation, or Stock Exchange members and any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will their respective agents (each a “Payor”) shall be entitled to deduct and withhold or cause to be deducted and withheld from any amounts consideration, or other amounts, payable or otherwise deliverable pursuant to to, or in connection with, this Agreement to any Person (including the Merger Consideration and payments set forth in Section 2.8(c)) such amounts as the Payor reasonably determines are required to be deducted or withheld therefrom or in connection therewith under the Withholding Tax Ruling, if obtained within 180 days from Closing, the Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law. To the extent such amounts were so deducted or withheld, such amounts shall be (i) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid and (ii) timely remitted by each Payor to the applicable Governmental Authority in accordance with applicable Law. The Payor shall provide to each Person as soon as reasonably possible, in respect of which the deduction and withholding was made, with a document evidencing the amount so withheld and remitted to the applicable Governmental Authority with respect to the payment made to such payment pursuant to Person. To the Code or any other applicable federal, state, local or foreign Laws related to Taxes. Any such extent amounts are were so deducted or withheld, the withheld shall be paid over to the appropriate Governmental Authority and or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. Notwithstanding the foregoing, if the Paying Agent provides Parent, prior to the Closing Date, with an undertaking as required under Section 6.2.4.3(c) of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) with respect to Israeli Tax, any consideration payable under this Agreement at the Closing to each holder of Company Shares that holds Company Shares represented by Certificates directly and not through a nominee company (the “Certificated Shareholders”), shall be retained by the Paying Agent for the benefit of each such Certificated Shareholder for a period of up to 180 days from Closing or an earlier date required in writing by such Certificated Shareholder or as otherwise requested by the ITA (the “Withholding Drop Date”) during which time no Payor shall make any payments to any such Certificated Shareholder with respect to such Company Shares represented by Certificates or withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement, except as provided below (unless such Payor is otherwise instructed explicitly by the ITA), and during which time each such Certificated Shareholder may obtain (or, if one already exists, present to the Paying Agent) a valid certificate, ruling or other written instructions issued by the ITA regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II or providing other instructions regarding such payments or withholding, to the Parent’s reasonable satisfaction (the “Valid Certificate”). If a Certificated Shareholder of Company Shares represented by Certificates delivers, no later than three (3) Business Days prior to the Withholding Drop Date a Valid Certificate to a Payor, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement to such Certificated Shareholder with respect to such Company Shares represented by Certificates, shall be made only in accordance with the provisions of such Valid Certificate. If any Certificated Shareholder of Company Shares represented by Certificates (i) does not provide Payor with a Valid Certificate, by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request with Payor to release such Certificated Shareholder’s applicable consideration relevant to such Company Shares represented by Certificates prior to the Withholding Drop Date but fails to submit a Valid Certificate at or before such time, then the amount to be withheld from such consideration shall be calculated according to the applicable withholding rate under applicable Israeli Law as reasonably determined by the Parent. Such amount shall be delivered or caused to be delivered to the ITA by the relevant Payor. To the extent amounts were so deducted or withheld and remitted to the appropriate Governmental Authority, the withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. (b) Notwithstanding anything to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.

Required Withholding. (a) Each of the Payment Exchange Agent, Parent, the Company Parent and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Corporation shall be entitled to deduct and withhold from any amounts consideration payable or otherwise deliverable pursuant to this Agreement to any Person holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option such amounts as are required to be deducted or withheld with respect to such payment pursuant to therefrom under the Code or under any other applicable federal, provision of state, local or foreign Laws related to Taxes(including Israeli) tax law or under any other applicable legal requirement. Any To the extent such amounts are so deducted or withheld shall be paid over to the appropriate Governmental Authority and withheld, such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of person to whom such deduction and withholding was made. (b) Notwithstanding anything to amounts would otherwise have been paid, provided, however, that none of the contrary herein: (i) any amounts orExchange Agent, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee Surviving Corporation shall be entitled to withhold Israeli Taxes any amounts pursuant to this Section 1.6(e) if the Exchange Agent, Parent or the Surviving Corporation has received prior to the issuance or distribution of any Parent Ordinary Shares pursuant to this Agreement, such certificates or forms as are sufficient, under applicable law, to establish that withholding is not required (together with a satisfactory supporting legal opinion, if the Exchange Agent, Parent or the Surviving Corporation so requires) (with respect to the consideration payable (includingIsraeli withholding requirements a valid certificate of exemption from withholding with respect to services and assets will also be sufficient) or, if applicablesuch certificates or forms are received by Parent before the date on which amounts are payable to a holder or former holder of IGPAC Stock, payments in kind) IGPAC Warrants or the Underwriter Purchase Option, then Parent shall withhold amounts consistent with such certificates or forms; provided, further, that the Exchange Agent, Parent or the Surviving Corporation agree that, before withholding and paying over any amounts to Section 102 Holders a taxing authority from any applicable jurisdiction with respect to a holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option (and Section 3(i) Holders from and after delivering to such holder the sixteenth (16th) calendar day balance of the calendar month following portion of the month during which the Closing occursParent Ordinary Shares payable to such holder or former holder of IGPAC Stock, unless the Israeli Tax Ruling IGPAC Warrants or the Israeli Interim Tax Ruling are provided prior Underwriter Purchase Option pursuant to this Agreement), to the extent commercially practicable, Parent shall (or shall cause the Exchange Agent to) provide such timeholder or former holder with written notice and shall consult with such holder in order to minimize the amount of any such withholding. If the Exchange Agent, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling Parent or the Israeli Interim Tax RulingSurviving Corporation so withholds amounts and pays them to applicable authorities, as applicableParent shall furnish to the holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option documents evidencing such withholding.

Required Withholding. (a) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, its Subsidiaries, the Company Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any amounts payable payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to any Person Section 2.7(c) (Company Options) or Section 2.7(d) (Company RSUs)) such amounts as are may be required to be deducted or and withheld with respect to the making of such payment pursuant under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the Code event any holder of record of Company Shares, Company Options or Company RSUs provides the Payor with a valid withholding certificate issued by the Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II to Parent’s reasonable satisfaction, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from the Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable to such holder of record of Company Shares, Company Options or Company RSUs, as applicable, shall be made only in accordance with the provisions of such withholding certificate. For such purpose the Withholding Tax Ruling and the Options Tax Ruling will be considered a valid withholding certificate provided that if the applicable federalruling requires the affirmative consent of the relevant holder, state, local or foreign Laws related such holder consented to Taxesjoin any such applicable ruling. Any such To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority and Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (b) Notwithstanding anything to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.

Required Withholding. (ai) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, the Company and the Surviving Corporation, or any Subsidiary each of Parent, its Subsidiaries, the Company or Company, its Subsidiaries, the Surviving CorporationCompany, as applicable, will the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any amounts payable payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to any Person Section 2.7(c) (Company Options) such amounts as are may be required to be deducted or and withheld with respect to the making of such payment pursuant under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or under any provision of applicable state, local, Israeli or non-Israeli Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid certificate, ruling or other written instructions issued by the Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II or providing other instructions regarding such payments or withholding, to the Code Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from the Merger Consideration, or the Option Consideration, as applicable, payable to such holder of record of Company Shares, or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose the Withholding Tax Ruling and the Options Tax Ruling will be considered a Valid Certificate provided that if the applicable federalruling requires the affirmative consent of the relevant holder, state, local or foreign Laws related such holder consented to Taxesjoin any such applicable ruling. Any such To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority (i) the Payor shall provide the affected Person, as soon as practicable (but no later than within fourteen (14) Business Days), with sufficient evidence regarding such withholding, and (ii) the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (bii) Notwithstanding anything the foregoing, with respect to Israeli Taxes, the consideration payable to each Company Shareholder shall be retained by the Paying Agent for the benefit of each such Company Shareholder for a period of up to one hundred eighty (180) days from Closing or an earlier date required in writing by such Company Shareholder or as otherwise requested by the ITA (the “Withholding Drop Date”) during which time no Payor shall make any payments to any Company Shareholder that has not delivered to the contrary herein: (i) Payor a Valid Certificate or withhold any amounts for Israeli Taxes from the payments deliverable to such Company Shareholder pursuant to this Agreement, except as provided below (unless Parent or Paying Agent is otherwise instructed explicitly by the ITA) and during which time each such Company Shareholder may obtain (or, if applicableone already exists, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect present to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if anyPaying Agent) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.a

Required Withholding. (a) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, its Subsidiaries, the Company and Company, its Subsidiaries, the Surviving Corporation, or any Subsidiary of ParentCompany, the Company or 102 Trustee, the Surviving Corporation, as applicable, will Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 2.7(c) (Company Options) such amounts payable as may be required to be deducted and withheld with respect to the making of such payment under the Withholding Tax Ruling, a Valid Certificate (as defined below), the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or under any applicable provision of state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, any payment made pursuant to this Agreement to any Person holder of Company Shares shall be retained by Payor for the benefit of each such holder of Company Shares for a period of one hundred and eighty (180) days from the applicable payment date or an earlier date required in writing by such holder of Company Shares or by the ITA (the "Withholding Drop Date") (during which time Payor shall not make any payments to any holder of Company Shares and shall not withhold any amounts as are required to be deducted or withheld with respect to of Israeli Taxes from such payment payments payable pursuant to this Agreement, except as provided below), and during which time each holder of Company Shares may obtain a valid withholding certificate or ruling issued by the Code ITA regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II to Parent’s reasonable satisfaction (such certificate, a “Valid Certificate”). In the event any holder of Company Shares provides the Payor with a Valid Certificate prior to the Withholding Drop Date then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from the Merger Consideration payable to such holder of Company Shares shall be made only in accordance with the provisions of such Valid Certificate, and the balance of the payment that is not withheld shall be paid to such holder of Company Shares. If any holder of Company Shares (i) does not provide Payor with a Valid Certificate prior to the Withholding Drop Date, or (ii) submits a written request with Payor to release his, her or its portion of the payment prior to the Withholding Drop Date, then the amount to be withheld from such portion of the holder of Company Shares in the applicable federalpayment shall be calculated according to the applicable withholding rate as reasonably determined by Parent, statewhich amount shall be increased by the interest plus linkage differences as defined in Section 159A of the Ordinance for the time period between the fifteenth (15th) calendar day of the month following the month during which the Closing Date occurs and the time the relevant payment is made, local or foreign Laws related and calculated in NIS based on the higher of (A) the U.S. dollars to TaxesNIS exchange rate at the Closing Date and (B) the U.S. dollars to NIS exchange rate at the time the relevant payment is made. Any For such purpose the Withholding Tax Ruling will be considered a Valid Certificate, provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join such applicable ruling. To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority and Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (b) Notwithstanding anything . If a Payor so deducts or withholds amounts and pays them to the contrary herein: (i) any amounts orappropriate Governmental Authority, if applicable, equity securities the Payor shall furnish the holder of Parent payable to a Section 102 Holder under this Agreement in respect record of Section 102 Company Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold Options with respect to the making of any whom such payment (after taking into account any Israeli Tax amounts so deducted or withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for with documents evidencing such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicablewithholding.

Required Withholding. (a) Each of the Payment Paying Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Corporation and Parent shall be entitled to deduct and withhold from any amounts consideration, or other amounts, payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Shares or Company Stock Options or any other Person such amounts as are required to be deducted or withheld therefrom under any applicable Law (including the Ordinance and the regulations promulgated thereunder, the Israeli Income Tax Rulings or any other provision of Israeli Law, statute, regulation, administrative ruling, pronouncement or other authority or judicial opinion, as well as any withholding provision of the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations promulgated thereunder); provided that no withholding under Israeli Tax Law will be made from any consideration payable hereunder to a holder of Company Shares to the extent that such holder has provided Parent or the Paying Agent, as the case may be, prior to the time such payment or delivery is made, with a valid exemption or ruling issued by the Israeli Tax Authority exempting the payment or delivery of the Merger Consideration to the relevant holder of Company Shares or Company Stock Options, or the other amounts payable or otherwise deliverable pursuant to this Agreement, from withholding Tax; provided, further, that with respect to such payment pursuant any withholding under the Laws of the State of Israel, the Paying Agent, the Surviving Corporation and Parent shall act in accordance with the Withholding Ruling and/or the Section 102 Ruling, if obtained, provided that in no event shall Parent and/or Paying Agent be required to deliver consideration deliverable under this Agreement until the Code applicable tax is withheld by the Parent or any other applicable federal, state, local or foreign Laws related to Taxesthe Paying Agent. Any such To the extent amounts are so deducted or withheld shall be paid over pursuant to the appropriate Governmental Authority and this Section 2.4(f), such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of to whom such deduction amounts would otherwise have been paid and withholding was made. (b) Notwithstanding anything such amounts shall be remitted to the contrary herein: (i) any amounts orapplicable Governmental Entity in accordance with applicable Law and notice thereof shall be provided to the applicable holder of Company Shares. Any purported withholding of Taxes from payments or other deliveries made in accordance with the provisions of this Agreement, if applicablethe amount of which was forwarded to the relevant Governmental Entity, equity securities shall not be deemed a breach of Parent payable to a Section 102 Holder this Agreement and the amount so withheld shall be treated for all purposes under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or Person to whom such amounts would otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUshave been paid, shall be subject to deduction or notwithstanding that withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.might have not been required. 15

Required Withholding. (ai) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, the Company and the Surviving Corporation, or any Subsidiary each of Parent, its Subsidiaries, the Company or Company, its Subsidiaries, the Surviving CorporationCompany, as applicable, will the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any amounts payable payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to any Person ‎Section 2.7(c) (Company Options) such amounts as are may be required to be deducted or and withheld with respect to the making of such payment pursuant under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or under any provision of applicable state, local, Israeli or non-Israeli Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid certificate, ruling or other written instructions issued by the Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II or providing other instructions regarding such payments or withholding, to the Code Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from the Merger Consideration, or the Option Consideration, as applicable, payable to such holder of record of Company Shares, or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose the Withholding Tax Ruling and the Options Tax Ruling will be considered a Valid Certificate provided that if the applicable federalruling requires the affirmative consent of the relevant holder, state, local or foreign Laws related such holder consented to Taxesjoin any such applicable ruling. Any such To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority (i) the Payor shall provide the affected Person, as soon as practicable (but no later than within fourteen (14) Business Days), with sufficient evidence regarding such withholding, and (ii) the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (bii) Notwithstanding anything the foregoing, with respect to Israeli Taxes, the consideration payable to each Company Shareholder shall be retained by the Paying Agent for the benefit of each such Company Shareholder for a period of up to one hundred eighty (180) days from Closing or an earlier date required in writing by such Company Shareholder or as otherwise requested by the ITA (the “Withholding Drop Date”) during which time no Payor shall make any payments to any Company Shareholder that has not delivered to the contrary herein: (i) Payor a Valid Certificate or withhold any amounts for Israeli Taxes from the payments deliverable to such Company Shareholder pursuant to this Agreement, except as provided below (unless Parent or Paying Agent is otherwise instructed explicitly by the ITA) and during which time each such Company Shareholder may obtain (or, if applicableone already exists, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect present to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if anyPaying Agent) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.a

Required Withholding. (a) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, its Subsidiaries, the Company Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any amounts payable payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to any Person ‎Section 2.7(c) (Company Options) or ‎Section 2.7(d) (Company RSUs)) such amounts as are may be required to be deducted or and withheld with respect to the making of such payment pursuant under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the Code event any holder of record of Company Shares, Company Options or Company RSUs provides the Payor with a valid withholding certificate issued by the Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from the Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable to such holder of record of Company Shares, Company Options or Company RSUs, as applicable, shall be made only in accordance with the provisions of such withholding certificate. For such purpose the Withholding Tax Ruling and the Options Tax Ruling will be considered a valid withholding certificate provided that if the applicable federalruling requires the affirmative consent of the relevant holder, state, local or foreign Laws related such holder consented to Taxesjoin any such applicable ruling. Any such To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority and Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (b) Notwithstanding anything to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.

Required Withholding. (a) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, its Subsidiaries, the Company and Company, its Subsidiaries, the Surviving Corporation, or any Subsidiary of ParentCompany, the Company or 102 Trustee, the Surviving Corporation, as applicable, will Paying Agent and any other third-party paying agent (each a "Payor") shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 1.7(c) (Company Options) or Section 1.7(d) (Company RSUs)) and any consideration otherwise deliverable under this Agreement such amounts as of each of Parent, the Company, the Paying Agent or any of their Affiliates or agents determines it may be required to be deducted and withheld with respect to the making of such payment or delivery of consideration under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Code, the Ordinance, or under any provision of state, local, Israeli or other non-U.S. Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Ordinary Shares, Company Options or Company RSUs provides the Payor with a Valid Tax Certificate issued by the Israel Tax Authority (the "ITA") regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II, or other treatment with respect to Israeli Tax, at least five (5) Business Days prior to any payment payable pursuant to this Agreement to Agreement, then the deduction and withholding of any Person such amounts as are required to be deducted or withheld with respect to such payment pursuant to under the Code Ordinance or any other applicable federalprovision of Israeli Law or requirement, stateif any, local from the Merger Consideration, the Option Consideration or foreign Laws related RSUs Consideration, as applicable, payable to Taxes. Any such holder of record of Company Ordinary Shares, Company Options or Company RSUs, as applicable, shall be made only in accordance with the provisions of such Valid Tax Certificate To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority and Entity, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (b) Notwithstanding anything the provisions of Section 2.6(a) above and subject to any other provision to the contrary herein: in the Withholding Tax Ruling, with respect to Israeli Taxes, the consideration payable to each holder of record of Company Ordinary Shares shall be retained by the Paying Agent for the benefit of each such holder of record of Company Ordinary Shares for a period of up to one hundred eighty (i180) days from Closing (the "Withholding Drop Date") unless Parent or Paying Agent is otherwise instructed explicitly by the ITA (during which time no Payor shall make any payments to any holder of record of Company Ordinary Shares or withhold any amounts orfor Israeli Taxes from the payments deliverable pursuant to this Agreement, if applicableexcept as provided below and during which time each holder of record of Company Ordinary Shares may obtain a Valid Tax Certificate). If a holder of record of Company Ordinary Shares delivers, equity securities no later than five (5) Business Days prior to the Withholding Drop Date, a Valid Tax Certificate to Payor, then the deduction and withholding of Parent payable to a Section 102 Holder under this Agreement any Israeli Taxes shall be made only in respect accordance with the provisions of Section 102 Shares such Valid Tax Certificate and Section 102 RSUs, the balance of the payment that is not withheld shall be paid to or deposited with the Section 102 Trustee in full without such holder of record of Company Ordinary Shares concurrently therewith subject to any non-Israeli withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee which is required to deduct and withhold with respect applicable to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any). If any holder of record of Company Ordinary Shares (i) under any applicable Israeli does not provide Payor with a Valid Tax LawCertificate, by no later than five (5) Business Days before the Israeli Interim Tax RulingWithholding Drop Date, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); or (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee submits a written request with Payor to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account release its portion of the consideration payable prior to the Withholding Drop Date and fails to submit a Valid Tax Certificate at or otherwise deliverable before such time, then the amount to be withheld from such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect holder of Section 3(i) RSUs, record of Company Ordinary Shares' portion of the consideration shall be subject to deduction or withholding of Israeli Tax under the Ordinance and calculated according to the terms applicable withholding rate as reasonably determined by Parent in accordance with applicable Law which amount shall be increased by the interest plus linkage differences as defined in Section 159A of the Israeli Tax Ruling Ordinance for the time period between the fifteenth (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th15th) calendar day of the calendar month following the month during which the Closing occurs, unless occurs and the Israeli Tax Ruling or time the Israeli Interim Tax Ruling are provided prior to such time, and relevant payment is made. Unless otherwise determined in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Withholding Tax Ruling, any withholding made in New Israeli Shekels with respect to payments made hereunder in Dollars shall be calculated based on a conversion rate in such manner as applicablethe Payor reasonably determines to be in compliance with applicable Law (but in any event not lower than the conversion rate on the Closing Date) and any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient.

Required Withholding. (a) Each of Notwithstanding anything to the Payment Agentcontrary hereunder, Parent, its Subsidiaries, the Company Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any amounts payable payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to any Person Section 2.7(c) (Company Options) or Section 2.7(d) (Company RSUs)) such amounts as are may be required to be deducted or and withheld with respect to the making of such payment pursuant under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the Code event any holder of record of Company Shares, Company Options or Company RSUs provides the Payor with a valid withholding certificate issued by the Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II to Parent’s reasonable satisfaction, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from the Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable to such holder of record of Company Shares, Company Options or Company RSUs, as applicable, shall be made only in accordance with the provisions of such withholding certificate. For such purpose the Withholding Tax Ruling and the Options Tax Ruling will be considered a valid withholding certificate provided that if the applicable federalruling requires the affirmative consent of the relevant holder, state, local or foreign Laws related such holder consented to Taxesjoin any such applicable ruling. Any such To the extent amounts are so deducted or withheld shall be and paid over to the appropriate Governmental Authority and Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction and withholding was made. (b) Notwithstanding anything to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicable.

Required Withholding. (a) Each The Seller has obtained from the Israeli tax authority a withholding tax exemption with respect to “assets and services” according to Article 164 of the Payment AgentIsraeli Tax Ordinance (a copy of such exemption is attached as Exhibit 2.9 hereto) and is seeking to obtain an additional withholding tax exemption applicable to the consideration payable or otherwise deliverable to Seller at the Closing pursuant to this Agreement. Assuming that all applicable withholding tax exemptions have been obtained and delivered to Buyer and Parent prior to closing, Parenteach of the transfer agent, the Company Parent and the Surviving Corporation, Buyer (or any Subsidiary of Parent, the Company or the Surviving Corporation, as applicable, will be entitled to affiliate thereof) shall not deduct and and/or withhold any amount from any amounts consideration payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as are required Seller at the Closing (e.g. $6,700,000 plus VAT). Prior to be deducted the payment of the Earnout Consideration or withheld the Escrow Amount, the Seller shall provide the Buyer with a valid exemption from the Israeli tax authority with respect to withholding tax of “assets and services” according to Article 164 of the Israeli Tax Ordinance. To the extent that any such payment pursuant exemptions described hereunder shall not be obtained prior to the Code Closing or the date of payment of the Earnout Consideration or the Escrow Amount, as applicable, the transfer agent, Parent or Buyer (or any other applicable federalaffiliate thereof) shall be entitled to deduct or withhold from the Aggregate Purchase Price, statethe Earnout Consideration or the Escrow Amount, local or foreign Laws related to Taxesas applicable, withholding tax in accordance with Israeli law and thereafter shall provide the Seller with the certificate of withholding. Any To the extent such amounts are so deducted or withheld shall be paid over to the appropriate Governmental Authority and withheld, such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of person to whom such deduction and withholding was made. (b) Notwithstanding anything amounts would otherwise have been paid. Buyer, Parent or the transfer agent shall provide to the contrary herein: (i) any amounts or, if applicable, equity securities of Parent payable to a Section 102 Holder under this Agreement in respect of Section 102 Shares and Section 102 RSUs, shall be paid to or deposited with the Section 102 Trustee in full without any withholding of taxes (provided that the Company obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to Closing), and the Section 102 Trustee shall deduct and withhold from Seller documentation evidencing such consideration such amounts as the Section 102 Trustee is required to deduct and withhold with respect to the making of any such payment (after taking into account any Israeli Tax withheld from the amount paid to the Section 102 Trustee, if any) under any applicable Israeli Tax Law, the Israeli Interim Tax Ruling, and the Israeli Tax Ruling, at the applicable rate for such withholding (any and all taxes withheld are referred to herein, the “Section 102 Withheld Tax”); (ii) the Section 102 Withheld Tax, if any, so withheld and transferred by the Section 102 Trustee to the ITA shall be deemed, for all purposes, as having been paid to the Section 102 Holder on account of the consideration payable or otherwise deliverable to such Section 102 Holder under this Agreement; and (iii) any amounts payable to a Section 3(i) Holder under this Agreement in respect of Section 3(i) RSUs, shall be subject to deduction or withholding of Israeli Tax under the Ordinance and according to the terms of the Israeli Tax Ruling (or the Israeli Interim Tax Ruling); and (iv) the Section 102 Trustee shall be entitled to withhold Israeli Taxes with respect to the consideration payable (including, if applicable, payments in kind) to Section 102 Holders and Section 3(i) Holders from and after the sixteenth (16th) calendar day of the calendar month following the month during which the Closing occurs, unless the Israeli Tax Ruling or the Israeli Interim Tax Ruling are provided prior to such time, and in such case, the Section 102 Trustee shall act in accordance with the Israeli Tax Ruling or the Israeli Interim Tax Ruling, as applicablewithholding.