Common use of Tax Ruling Clause in Contracts

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

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

Tax Ruling. Following (a) As promptly as practicable following the date of this Agreementhereof, the Company Parties hereto shall continue its discussions prepare and negotiations file with the Israel Israeli Income Tax Authority in order to obtain (the final “ITA”) an application for a tax ruling (the “Tax Ruling”) that will provideseek to determine that (i) with respect to holders of Ordinary Shares, among other things Preferred Shares and/or SharpLink Israel Warrants that are non-Israeli residents (as defined in the Israel Income Tax Ordinance [New Version], 1961 (the “Income Tax Ordinance”) or as will be determined by the ITA), (A) exempting SharpLink US, SharpLink Israel and their respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the Merger or clarifying that no such obligation exists, or (B) instructing SharpLink US, SharpLink Israel and their respective agents on how such withholding, to the treatment extent required, is to be executed, the rate or rates of Company 102 withholding to be applied and how to identify any such non-Israeli residents; (ii) with respect to holders of Ordinary Shares, SharpLink Israel Options and/or SharpLink Israel Warrants that are Israeli residents (as defined in the Income Tax Ordinance or as will be determined by the ITA) (other than Ordinary Shares and SharpLink Israel Options subject to the provisions of Section 102(b)(2) 102 of the Ordinance) (A) exempting SharpLink US, SharpLink Israel Tax Ordinance and their respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the Merger, or clarifying that are Vested Company Options as contemplated by Section 2.2 no such obligation exists, or (B) instructing SharpLink US, SharpLink Israel and their respective agents on how such withholding, to the extent required, is to be executed and the delivery rate or rates of withholding to be applied, and (iii) the assumption within the scope of the Merger of SharpLink Israel Options and Ordinary Shares issued under, or which are subject to, the SharpLink Israel Plans, and which are subject to tax under the Income Tax Ordinance, shall not constitute a taxable event and tax continuity shall apply to the 102 TrusteeSharpLink US Options and Common Stock issued in their place. (b) If the Tax Ruling is not obtained and the condition to closing set forth in Section 3.4 is waived by the Parties, each of SharpLink US, SharpLink Israel, the Exchange Agent and their respective agents (each, a “Payor”) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement (i.e. the shares of Common Stock) such amounts as are required to be deducted and withheld, if any, under applicable tax law. To the extent that amounts are so withheld and timely remitted to the applicable governmental authority, such withheld 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. The Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding. (c) To the extent that the Payor is obliged to withhold Israeli taxes, each SharpLink Israel shareholder (each, a “Payee”) shall provide the Payor with the amount in cash due with regards to such Israeli taxes prior to the Effective Time. In the event that the Payee fails to provide the Payor with the full cash amount necessary to satisfy such Israeli taxes (as determined in the sole discretion of the applicable Payor) prior to the Effective Time, the Payor shall be entitled to sell the Payee’s shares of Common Stock to the extent necessary to satisfy the full amount due with regards to such Israeli taxes (after taking into account any taxes due, if any, with respect to Company 102 Shares held by the 102 Trusteesale of such Common Stock). Each Payee hereby waives, releases and absolutely and forever discharges each Payor from and against any and all claims for any losses in connection with the forfeiture or sale of consideration as described in Section 2.2, in each case prior to the lapse any portion of the 102 Trust Period, will not be treated as a breach shares of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid Common Stock otherwise deliverable to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the duration of the 102 Trust Period such Payee in compliance with the 102 Trustee and that such consideration shall be considered withholding requirements under Section 102 of the Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares subject to Section 102(b)(2) of the Israel Tax Ordinance or Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and Representative Expense Fund distributions in respect of Company 102 Securities subject to Section 102(b)(2) and Company 3(i) Options subject to Section 3(i) of the Israel Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli 102 Tax Ruling”). The Company has obtained the Interim Options Tax Ruling. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all reasonable and customary things necessary, proper or advisable to obtain the Israeli 102 Tax Ruling as promptly as practicable. For the avoidance of doubt, the language in and provisions of the Israeli 102 Tax Ruling shall be subject to the prior written approval of Buyer or its counsel and such approval shall not be unreasonably withheld, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the Israel Tax Authority, the counsel of Company shall provide Buyer and its counsel with an update of such meeting or discussion within five (5) Business Days of such meeting or discussion.this section‎.