Common use of Tax Ruling Clause in Contracts

Tax Ruling. (a) Following the date of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the conversion of the Company 102 Options in accordance with Section 1.7(c) and the Company 000 XXXx in accordance with Section 1.7(d) shall not be regarded as a violation of the "requisite holding period" (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options Tax Ruling"). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Company Options or Company Ordinary Shares (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "Interim Options Tax Ruling"). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been obtained, then all references herein to the Options Tax Ruling shall be deemed to refer to such Interim Options Tax Ruling, until such time that a final definitive Options Tax Ruling is obtained. (b) As soon as practicable following the date of this Agreement but in no event later than ten (10) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) that (i) with respect to holders of Company Ordinary Shares, Company RSUs and Company Options that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (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 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 classes or categories of holders of the Company Ordinary Shares 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 holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (other than Company 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 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 of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "Withholding Tax Ruling"). (c) Without limiting the generality of the foregoing, each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Tax Ruling (including the Interim Options Tax Ruling) and the Withholding Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, such confirmation not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Options Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent or its Representatives, and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating thereto. To the extent that the Parent's representatives elect not to participate in any meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions held. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Options Tax Ruling and the Withholding Tax Ruling, as promptly as practicable, however, if such ruling is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (d) The parties hereto understand and acknowledge that the Options Tax Ruling and the Withholding Tax Ruling may not be obtained or may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed in this Section 5.10. The parties further understand and acknowledge that the benefits to Company Ordinary Shareholders, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Tax Ruling or the Options Tax Ruling is not obtained prior to the Closing Date, the Company shall instruct its Israeli counsel, advisors and accountants to apply to the ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law.

Tax Ruling. (a) Following Prior to the date execution of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counselfile, advisors and/or accountants to prepare and file or shall have filed, with the ITA Israel Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (and Parent shall have had an opportunity to review any such documents prior to their being filed with the Israel Tax Authority and shall have provided all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application for a ruling that provides, in effect, inter alia, (which shall be confirmed by Parent prior to its submissionA) confirming that (i) the conversion treatment of the Company 102 Options in accordance with that are Vested Company Options as contemplated by Section 1.7(c) 2.2 and the delivery to the 102 Trustee, with respect to Company 000 XXXx 102 Securities held by the 102 Trustee, of consideration as described in accordance with Section 1.7(d) shall 2.2, in each case prior to the lapse of the 102 Trust Period, will not be regarded treated as a violation breach of the "requisite holding period" (as such term is defined in provisions of Section 102 of the Israel Tax Ordinance) so long as , provided that the respective Option Consideration, RSUs Consideration and applicable consideration paid to holders of Company 102 Securities is deposited for at least the Merger Consideration are deposited duration of the 102 Trust Period with the 102 Trustee until the end and that such consideration shall be considered under Section 102 of the respective holding period 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 Securities; (C) that the Escrow Fund distributions in respect of Company 102 Securities and Company 3(i) Options shall not be subject to Israel Tax until actually received by the applicable Securityholder; and (iiD) that the deposit of the respective Option Consideration, RSUs Total Consideration and Merger Consideration with paid by Parent or Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israel Tax withholding (the “Israeli 102 Tax Ruling”). The Company shall use its Reasonable Best Efforts to have each Israeli holder of Company Options (whether Vested Company Options or Unvested Company Options, which are subject to the provisions of Section 8.21(b)) execute and deliver to the Company (A) their acknowledgement of receipt of copies of all securities filings under the Israel Securities Authorities Exemption; (B) their agreement to the Israeli 102 Tax Ruling; and (C) their acknowledgement of being informed of the risks involved in shares of a publicly traded company, all in form and substance reasonably satisfactory to Parent. If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that Parent and Buyer and anyone acting on their behalves (including the Paying Agent and the Escrow Agent) shall be exempt from Israeli withholding Tax in relation to any withholding obligation payments made with respect to Company 102 Securities and Company 3(i) Options by the 102 Trustee or the Company (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options Tax Ruling"). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Company Options or Company Ordinary Shares (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "“Interim Options Tax Ruling"”). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been is obtained, then all references herein to the Options Israeli 102 Tax Ruling shall be deemed to refer to such Interim Options Tax Rulinginterim ruling, until such time that a final definitive Options Israeli 102 Tax Ruling is obtained. (b) As soon as practicable following the date of this Agreement but in no event later than ten (10) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) that (i) with respect to holders of Company Ordinary Shares, Company RSUs and Company Options that are non-Israeli residents (as defined in the Ordinance or as . The parties will be determined by the ITA), (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 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 classes or categories of holders of the Company Ordinary Shares 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 holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (other than Company 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 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 of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "Withholding Tax Ruling"). (c) Without limiting the generality of the foregoing, each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all activities, and to cooperate with each other, information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Israeli 102 Tax Ruling (including or the Interim Options Tax Ruling) and the Withholding Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, such confirmation not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Options Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent or its Representatives, and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating thereto. To the extent that the Parent's representatives elect not to participate in any meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions heldas applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts Reasonable Best Efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Interim Options Tax Ruling and the Withholding Israeli 102 Tax Ruling, Ruling as promptly as practicable; provided, however, that if none of such ruling rulings is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (d) The parties hereto understand . For the avoidance of doubt, the language in and acknowledge that provisions of the Israeli 102 Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Parent and the Withholding Tax Ruling may not be obtained Buyer or may contain such provisions, terms and conditions as the ITA may prescribetheir counsel, which may consent shall not unreasonably be different from those detailed in this Section 5.10withheld, conditioned or delayed. The parties further understand Should Parent’s and acknowledge that Buyer’s counsel not attend any meeting or discussion with the benefits to Company Ordinary Shareholders, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Israel Tax Ruling or the Options Tax Ruling is not obtained prior to the Closing DateAuthority, the counsel of Company shall instruct its Israeli counsel, advisors provide Parent and accountants to apply to the ITA prior to the Closing Date for Buyer and their counsel with an extension update of time with respect to the obligation to deduct such meeting or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if discussion within two (2) Business Days of such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Lawmeeting or discussion.

Tax Ruling. Prior to the execution of this Agreement, the Company shall file, or shall have filed, with the Israel Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (aincluding, Parent shall have or shall have had an opportunity to review any such documents prior to their being filed with the Israel Tax Authority and shall provide all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application for a tax ruling that provides, in effect, inter alia, that: (i) Following the treatment of 102 Options subject to the provisions of Section 102(b)(2) or Section 102(c) of the Israeli Tax Ordinance that are Closing Options, the treatment of 102 Options that are Unvested Options, and the delivery to the 102 Trustee, with respect to 102 Shares held by the 102 Trustee, of consideration, 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 Israeli Tax Ordinance, provided that the applicable consideration paid to holders of (A) 102 Options or (B) 102 Shares is deposited for the duration of the 102 Trust Period, if applicable, with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israeli Tax Ordinance to be income subject to the “capital gains route,” except for 102 Options without trustee and 102 Options which have been granted within 90 days prior to the date of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the conversion of the Company 102 Options in accordance with Section 1.7(c) and the Company 000 XXXx in accordance with Section 1.7(d) shall not be regarded as a violation of the "requisite holding period" (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and ; (ii) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options Tax Ruling"). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person anyone acting on its behalf (behalf, including the Paying and Exchange Agent) , shall be exempt from Israeli withholding Tax in relation to any payments made with respect or consideration transferred to any Company the 102 Trustee in relation to 102 Shares or 102 Options or Company Ordinary Shares (whether or not subject to Section 102 102(b)(2) or Section 102(c) of the Israeli Tax Ordinance; and (iii) the Escrow Fund distributions in respect of 102 Shares subject to the, Paying Agent, Section 102(b)(2) and Options subject to Section 102(b)(2) or Section 102(c) of the 102 Trustee or Israeli Tax Ordinance shall not be subject to Israeli Tax until actually received by the Company in connection applicable securityholder (together with the Merger (the "Interim Options Tax Ruling"). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been obtained, then all references herein to the Options Tax Ruling shall be deemed to refer to such Interim Options Tax Ruling, until such time that a final definitive Options the “Israeli 102 Tax Ruling is obtained. (b) As soon as practicable following Ruling”). Prior to the date execution of this Agreement but in no event later than ten (10) Business Days after the date hereofAgreement, the Company shall instruct its Israeli counselfile, advisors and accountants to prepare and file or shall have filed, with the ITA Israel Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (including, Parent shall have or shall have had an opportunity to review any such documents prior to their being filed with the Israel Tax Authority and shall provide all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application for a tax ruling (which shall be confirmed by Parent prior to its submission) that (i) with respect to holders the assumption and transfer of Company Ordinary Shares, Company RSUs and Company Options that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (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 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 classes or categories of holders all severance/pension/management funds of the Company Ordinary Shares from which Tax is Israeli Subsidiary 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 holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (other than Company 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 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 of holders a subsidiary of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied Parent will not result in a tax event (the "Withholding Tax “Israeli Funds Ruling"”). (c) Without limiting the generality of the foregoing, each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Tax Ruling (including the Interim Options Tax Ruling) and the Withholding Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, such confirmation not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Options Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent or its Representatives, and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating thereto. To the extent that the Parent's representatives elect not to participate in any meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions held. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Options Tax Ruling and the Withholding Tax Ruling, as promptly as practicable, however, if such ruling is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (d) The parties hereto understand and acknowledge that the Options Tax Ruling and the Withholding Tax Ruling may not be obtained or may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed in this Section 5.10. The parties further understand and acknowledge that the benefits to Company Ordinary Shareholders, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Tax Ruling or the Options Tax Ruling is not obtained prior to the Closing Date, the Company shall instruct its Israeli counsel, advisors and accountants to apply to the ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law.

Tax Ruling. (a) Following the date of this Agreement, and no later than fifteen (15) days As soon as practicable after the date hereof (unless the Company and Parent mutually agree otherwise)Agreement Date, the Company shall instruct its Israeli counselcounsels, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed approved by Parent prior to its submission) confirming that (ia) the conversion of cancellation of, and the Company consideration paid with respect to, the Section 102 Options Securities in accordance with Section 1.7(c) and the Company 000 XXXx 2.8 will not result in accordance with Section 1.7(d) shall not be regarded as a violation of the "requisite holding period" (as such term is defined in requirements under Section 102 of the Ordinance) so long ITO or in the requirement for any immediate Israeli Tax payment (or withholding by Parent or the Surviving Company), and that the statutory holding period applied with respect to Section 102 Securities will not recommence as the respective Option Consideration, RSUs Consideration and the Merger Consideration are deposited with the 102 Trustee until the end a result of the respective holding period and Merger; (iib) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration consideration with the Paying Agent and the Section 102 Trustee shall not be subject to any withholding obligation obligation; and (c) provide withholding guidelines to the Section 102 Trustee, including with respect to relocating employees (if any) (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options “Section 102 Tax Ruling"”). The Company shall include in the request for the Options Section 102 Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent Company and their respective agents from any withholding obligation in relation to any payments made with respect to the transfer of the any Section 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 TrusteeSecurities. If the Options Section 102 Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax tax ruling confirming, among other things, that Parent Parent, the Surviving Company and any Person acting on its their behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made under this Agreement with respect to any Company Section 102 Securities and Section 3(i) Options or Company Ordinary Shares to the Section 102 Trustee (whether or not which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Interim Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "Interim Options Tax Ruling"”). To the extent that an Interim Section 102 Tax Ruling, rather than an Section 102 Tax Ruling, shall have been obtained prior to the Closing an Interim Options Tax Ruling shall have been obtainedClosing, then all references herein in this Agreement to the Options Section 102 Tax Ruling shall be deemed to refer to such Interim Options Section 102 Tax Ruling, until such time that a final definitive Options Section 102 Tax Ruling is obtained. The Company shall use all efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Section 102 Tax Ruling as promptly as practicable; provided that if neither the Section 102 Tax Ruling nor the Interim Section 102 Tax Ruling is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (b) As soon as practicable following the date of this Agreement but in no event later than ten (10) Business Days after the date hereof, the Company shall instruct its Israeli counselcounsels, advisors and and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed approved by Parent prior to its submissionsubmission and which approval shall not be unreasonably withheld, conditioned or delayed) that (i) with respect to holders of Company Ordinary Shares, Company RSUs and Options or Company Options Restricted Stock Unit Awards (other than Section 102 Securities) that are non-Israeli residents (as defined in the Ordinance ITO or as will be determined by the ITA), (A) exempting Parent, the Paying Payment 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 Merger Consideration, Agreement or clarifying that no such obligation exists, or (B) clearly instructing Parent, the Paying Payment 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 of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied and how to identify and determine any such non–-Israeli residents; and (ii) with respect to holders of Company Ordinary Shares Shares, Company Options or Company Restricted Stock Unit Awards (other than Section 102 Securities) that are Israeli residents (as defined in the Ordinance ITO or as will be determined by the ITA) (other than Company 102 Shares) (x) exempting Parent, the Paying Payment 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 Merger Consideration, Agreement or clarifying that no such obligation exists, or (y) clearly instructing Parent, the Paying Payment 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 of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "“Withholding Tax Ruling"”). (c) Without limiting the generality of the foregoing, each of the The Company and will inform Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation advance of any written meeting or oral submissions that may be necessary, proper or advisable to obtain the Options Tax Ruling (including the Interim Options Tax Ruling) and the Withholding Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, such confirmation not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, other discussion with the ITA with respect to any matter relating to the subject matter of Withholding Tax Ruling, Section 102 Tax Ruling or the Options Interim Section 102 Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent allow Parent’s counsel to attend such meeting or its Representatives, other discussion and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating theretosuch discussions. To Should Parent’s counsel not attend any such meeting or discussion with the extent that ITA, the counsel of the Company shall provide Parent's representatives elect not to participate in any ’s counsel with an update of such meeting or discussion within one (1) Business Day of such meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions held. Subject to the terms and conditions hereof, the Company and Parent shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Options Withholding Tax Ruling, Section 102 Tax Ruling and or the Withholding Interim Section 102 Tax Ruling, as promptly as practicable, however, if such ruling is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (d) The parties hereto understand and acknowledge that the Options Tax Ruling and the Withholding Tax Ruling may not be obtained or may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed in this Section 5.10. The parties further understand and acknowledge that the benefits to Company Ordinary Shareholders, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Tax Ruling or the Options Tax Ruling is not obtained prior to the Closing Date, the Company shall instruct its Israeli counsel, advisors and accountants to apply to the ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law.

Tax Ruling. (a) Following As soon as reasonably practicable after the date of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application or applications for a ruling or rulings (which shall be confirmed by Parent Xxxxxxxx prior to its submission, such confirmation not to be unreasonably withheld, conditioned or delayed) confirming that to determine the Tax implications of the Transactions on the holders of Shares (A) (i) exempting the conversion of the Company 102 Options in accordance with Section 1.7(c) and the Company 000 XXXx in accordance with Section 1.7(d) shall not be regarded as a violation of the "requisite holding period" (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options Tax Ruling"). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Company Options or Company Ordinary Shares (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "Interim Options Tax Ruling"). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been obtained, then all references herein to the Options Tax Ruling shall be deemed to refer to such Interim Options Tax Ruling, until such time that a final definitive Options Tax Ruling is obtained. (b) As soon as practicable following the date of this Agreement but in no event later than ten (10) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) that (i) with respect to holders of Company Ordinary Shares, Company RSUs and Company Options that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (A) exempting Parent, the Paying Agent, the Surviving Company and their respective agents applicable Payor from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (Bii) clearly instructing Parent, the Paying Agent, the Surviving Company and their respective agents on such Payor how such withholding at the source is to be executed, and in particular, with respect to the classes or categories of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied and how applied, (B) permitting to identify defer any such non–applicable Israeli residents; and (ii) Tax with respect to the Stock Consideration that such holders of Company Ordinary Shares that are Israeli residents (as defined in will receive pursuant to this Agreement until the Ordinance sale, transfer or as will be determined other conveyance for cash of such Share Consideration by the ITA) holders of Shares or such other date set forth in Section 104H of the Ordinance, and (other than Company 102 SharesC) (x) exempting Parent, confirming that the Paying Agent, treatment of the Surviving Company RSU and their any Share allocated pursuant thereto in accordance with Section 2.06 shall not be regarded as a violation of Section 102 of the Ordinance so long as the Merger Consideration for the Company RSU is deposited with the Company Trustee until the end of the respective agents holding period (which ruling may be subject to customary conditions regularly associated with such a ruling); and (y) exempt Payor from any obligation to withhold Israeli Tax at the source from any consideration Merger Consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying clarifies that no such obligation exists, or (y) clearly instructing Parent, the Paying Agent, the Surviving Company and their respective agents instructs Payor on how such withholding at the source is to be executed, and in particular, with respect to the classes or categories of holders of the Company Ordinary Shares RSU and any Share allocated pursuant thereto from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively the "Withholding “Israeli Tax Ruling"”). (cb) Without limiting the generality of the foregoing, each of the Company and Parent Xxxxxxxx shall cause their respective Israeli counsel, advisors and accountants to coordinate all material activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Tax Ruling (including the Interim Options Tax Ruling) and the Withholding Israeli Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Israeli Tax Ruling shall be subject to the prior written confirmation of Parent Xxxxxxxx or its counsel, such confirmation which consent shall not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Options Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent or its Representatives, and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating thereto. To the extent that the Parent's representatives elect not to participate in any meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions held. Subject to the terms and conditions hereof, the Company shall use commercially reasonable best efforts to promptly take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Options Tax Ruling and the Withholding Israeli Tax Ruling, as promptly as practicable, however, if such ruling is not obtained for any reason whatsoever by . In the Closing Date, the Closing shall not be delayed or postponed. (d) The parties hereto understand and acknowledge event that the Options Israeli Tax Ruling and has not been received in accordance with the Withholding Tax Ruling may not be obtained or may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed in of this Section 5.10. The parties further understand and acknowledge that the benefits to Company Ordinary Shareholders6.17, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Tax Ruling or the Options Tax Ruling is not obtained prior to the Closing Date, the Company shall instruct its Israeli counsel, advisors and accountants to apply to the ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company Payor may make such payments and withhold any applicable Israeli Taxes in accordance with applicable LawArticle II.

Tax Ruling. (a) Following The Israeli legal counsel or accountants of the date of this AgreementCompany, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file in coordination with the Israeli legal counsel of Parent, shall use commercially reasonable efforts to approach the ITA with an application for (A) a ruling (which shall be confirmed by Parent prior the “Options Tax Ruling”) in relation to its submissionthe tax treatment of Section 102 Securities and Section 3(i) confirming Securities within the scope of this Agreement to confirm, among other items, that (i) Parent and anyone acting on its behalf (including the conversion Payment Agent) shall not be required to withhold Israeli Taxes in relation to any consideration payable to holders of Section 102 Securities and Section 3(i) Securities where such consideration is transferred to the Section 102 Trustee to be held and distributed by the 102 Trustee pursuant to the terms of the Company Options Tax Ruling; and (ii) the purchase of Section 102 Options in accordance with Section 1.7(c) Shares and the Company 000 XXXx payment in accordance with respect of certain Section 1.7(d) 102 Securities hereunder shall not be regarded as a violation of the "“requisite holding period" ” (as such term is defined in Section 102 of the Ordinance102) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration are cash payable is deposited with the Section 102 Trustee at least until the end of the respective holding period period, and include additional terms as are customary to include in such rulings; and (iiB) if the deposit Options Tax Ruling is not granted prior to the Closing, an interim tax ruling confirming among other things that Parent and anyone acting on its behalf (including the Payment Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to Section 102 Securities and Section 3(i) Securities to the Section 102 Trustee where such consideration is transferred to the Section 102 Trustee, to be held and distributed by the Section 102 Trustee, pursuant to the terms of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation Options Tax Ruling (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options Tax Ruling"). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Company Options or Company Ordinary Shares (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "“Interim Options Tax Ruling"”). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been obtained, then all references herein to the Options Tax Ruling shall be deemed to refer to such Interim Options Tax Ruling, until such time that a final definitive Options Tax Ruling is obtained. (b) As soon as practicable following the date Each of this Agreement but in no event later than ten (10) Business Days after the date hereof, Parent and the Company shall, and shall instruct cause its Israeli respective legal counsel, advisors and accountants to prepare to, coordinate and file cooperate with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) that (i) each other with respect to holders of Company Ordinary Shares, Company RSUs and Company Options that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (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 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 classes or categories of holders of the Company Ordinary Shares 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 holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (other than Company 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 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 of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "Withholding Tax Ruling"). (c) Without limiting the generality of the foregoing, each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Tax Ruling (including or the Interim Options Tax Ruling) and the Withholding Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, such confirmation not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Options Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent or its Representatives, and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating thereto. To the extent that the Parent's representatives elect not to participate in any meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions heldas applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws Law to obtain the Interim Options Tax Ruling and the Withholding Options Tax Ruling, as promptly as practicable, however, ; provided that if none of such ruling rulings is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (d) . The parties hereto understand and acknowledge that language of the Options Tax Ruling and and, if applicable, the Withholding Tax Ruling may not be obtained or may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed in this Section 5.10. The parties further understand and acknowledge that the benefits to Company Ordinary Shareholders, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Tax Ruling or the Interim Options Tax Ruling is not obtained prior shall be subject to the Closing Dateprior written approval of Parent or its Israeli counsel (which approval shall not be unreasonably withheld, delayed or conditioned). Should Parent’s counsel not attend any meeting with the ITA, the counsel of Company shall instruct provide Parent and/or its Israeli counsel, advisors and accountants counsel with an update of such meeting or discussion reasonably promptly following such meeting or discussion. The Company’s failure to apply comply with this Section 6.20 will not be taken into account for purposes of determining whether any conditions set forth in Article VII to consummate the ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable LawMergers have been satisfied.

Tax Ruling. (a) Following Prior to the date execution of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counselfile, advisors and/or accountants to prepare and file or shall have filed, with the ITA Israeli Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (and Parent shall have had an opportunity to review any such documents prior to their being filed with the Israeli Tax Authority and), in a form reasonably acceptable to Parent, an application for a ruling that provides, in effect, inter alia, (which shall be confirmed by Parent prior to its submissionA) confirming that (i) the conversion treatment of the Company 102 Options in accordance with subject to the provisions of Section 1.7(c102(b)(2) of the Israel Tax Ordinance that are vested Company Options and the delivery to the 102 Trustee, with respect to Company 000 XXXx 102 Shares held by the 102 Trustee, of consideration as described in accordance with Section 1.7(d) shall 1.2, in each case prior to the lapse of the 102 Trust Period, will not be regarded treated as a violation breach of the "requisite holding period" (as such term is defined in provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) so long as Company 102 Options or (ii) Company 102 Shares is deposited for the respective Option Consideration, RSUs Consideration and duration of the Merger Consideration are deposited 102 Trust Period with the 102 Trustee until the end and that such consideration shall be considered under Section 102 of the respective holding period Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Parent and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Taxes in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or Company 102 Options subject to Section 102(b)(2) of the Israel Tax Ordinance; (C) that the Escrow Fund distributions in respect of Company 102 Shares subject to Section 102(b)(2) and Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance shall not be subject to Israeli tax until actually received by the applicable Equityholder (the “Israeli 102 Tax Ruling”); and (iiD) that the deposit portion of the respective Option Consideration, RSUs Consideration and Merger Consideration with Purchase Price paid by Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israeli tax withholding. If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that Buyer and anyone acting on its behalves (including the Paying Agent and the Escrow Agent) shall be exempt from Israeli tax withholding in relation to any withholding obligation payments made with respect to Company 102 Shares subject to Section 102(b)(2) and Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance by the 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options Tax Ruling"). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Company Options or Company Ordinary Shares (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "“Interim Options Tax Ruling"”). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been obtained, then all references herein to the Options Tax Ruling shall be deemed to refer to such Interim Options Tax Ruling, until such time that a final definitive Options Tax Ruling is obtained. (b) As soon as practicable following the date of this Agreement but in no event later than ten (10) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) that (i) with respect to holders of Company Ordinary Shares, Company RSUs and Company Options that are non-Israeli residents (as defined in the Ordinance or as The parties will be determined by the ITA), (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 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 classes or categories of holders of the Company Ordinary Shares 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 holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (other than Company 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 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 of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "Withholding Tax Ruling"). (c) Without limiting the generality of the foregoing, each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all activities, and to cooperate with each other, information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Israeli 102 Tax Ruling (including or the Interim Options Tax Ruling) and the Withholding Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, such confirmation not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Options Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent or its Representatives, and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating thereto. To the extent that the Parent's representatives elect not to participate in any meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions heldas applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Options Tax Ruling and the Withholding Tax Ruling, as promptly as practicable, however, if such ruling is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (d) The parties hereto understand and acknowledge that the Options Tax Ruling and the Withholding Tax Ruling may not be obtained or may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed in this Section 5.10. The parties further understand and acknowledge that the benefits to Company Ordinary Shareholders, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Tax Ruling or the Options Tax Ruling is not obtained prior to the Closing Date, the Company shall instruct its Israeli counsel, advisors and accountants to apply to the ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law.Interim Options

Tax Ruling. (a) Following As soon as practicable following to the date execution of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counselfile, advisors and/or accountants to prepare and file or shall have filed, with the ITA in full coordination with Buyer and Buyer’s Israeli counsel (and Buyer shall have had an opportunity to review, comment on and approve any such applications or other documents prior to their being filed with the ITA, which approval should not be unreasonably withheld, conditioned or delayed, and shall have provided all reasonable cooperation to the Company in relation thereto), an application for a ruling that provides, in effect, inter alia, (which shall be confirmed by Parent prior to its submissionA) confirming that (i) the conversion treatment of the Company 102 Options in accordance with subject to the provisions of Section 1.7(c102(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 000 XXXx 102 Shares held by the 102 Trustee, of consideration as described in accordance with Section 1.7(d) shall 2.2, in each case prior to the lapse of the 102 Trust Period, will not be regarded treated as a violation breach of the "requisite holding period" (as such term is defined in provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of (i) so long as Company 102 Options or (ii) Company 102 Shares is deposited for the respective Option Consideration, RSUs Consideration and duration of the Merger Consideration are deposited 102 Trust Period with the 102 Trustee until the end and that such consideration shall be considered under Section 102 of the respective holding period Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, the Escrow Agent and the Representative, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance; and (iiC) that the deposit Escrow Fund and the Representative Expense Fund distributions in respect of Company 102 Shares and Company Options subject to Section 102(b)(2) or 3(i) of the respective Option ConsiderationIsrael Tax Ordinance shall not be subject to Israeli Tax until actually received by the applicable Securityholder (the “Israeli 102 Tax Ruling”). The Company shall use its reasonable best efforts to have each Israeli holder of Options (whether Vested Options or Unvested Options) execute and deliver to the Company their agreement to the Israeli 102 Tax Ruling. If the Israeli 102 Tax Ruling is not granted prior to the Closing, RSUs the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that the Total Consideration and Merger Consideration with paid by Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to any Israeli Tax withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (until actually received by the "Options Tax Ruling"). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation with respect to the transfer of the 102 Amounts and the Merger Consideration payable in respect holder of Company 102 Securities to the 102 Trustee. If the and Company 3(i) Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim Tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Company Options or Company Ordinary Shares (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the "“Interim Options Tax Ruling"”). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been obtained, then all references herein to the Options Tax Ruling shall be deemed to refer to such Interim Options Tax Ruling, until such time that a final definitive Options Tax Ruling is obtained. (b) As soon as practicable following the date of this Agreement but in no event later than ten (10) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) that (i) with respect to holders of Company Ordinary Shares, Company RSUs and Company Options that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (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 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 classes or categories of holders of the Company Ordinary Shares 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 holders of Company Ordinary Shares that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) The parties (other than Company 102 Sharesthe Representative) (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 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 of holders of the Company Ordinary Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the "Withholding Tax Ruling"). (c) Without limiting the generality of the foregoing, each of the Company and Parent shall will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all activities, and to cooperate with each other, information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Israeli 102 Tax Ruling (including or the Interim Options Tax Ruling) and the Withholding Tax Ruling. The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, such confirmation not to be unreasonably withheld, conditioned or delayed. The Company and its Representatives shall not make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Options Tax Ruling and the Withholding Tax Ruling without prior coordination with Parent or its Representatives, and will enable Parent's Representatives, at the expense of Parent, to participate in all discussions and meetings relating thereto. To the extent that the Parent's representatives elect not to participate in any meeting or discussion, the Company's Representatives shall provide a prompt and full report of the discussions heldas applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Interim Options Tax Ruling and the Withholding Israeli 102 Tax Ruling, Ruling as promptly as practicable; provided, however, that if none of such ruling rulings is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. (d) The parties hereto understand . For the avoidance of doubt, the language in and acknowledge that provisions of the applicable, the Israeli 102 Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Buyer or its counsel and the Withholding Tax Ruling may such approval shall not be obtained unreasonably withheld, conditioned or may contain such provisions, terms and conditions as delayed. Should Buyer’s counsel not attend any meeting or discussion with the ITA may prescribe, which may be different from those detailed in this Section 5.10. The parties further understand and acknowledge that the benefits to Company Ordinary Shareholders, Company Optionholders and Company RSUs Holders contemplated in this Section 5.10 may not be granted, or may not be granted in full. If any of the Withholding Tax Ruling or the Options Tax Ruling is not obtained prior to the Closing DateITA, the counsel of Company shall instruct its provide the Israeli counsel, advisors and accountants to apply to the ITA prior to the Closing Date for counsel of Buyer with an extension update of time with respect to the obligation to deduct such meeting or withhold Israeli Tax from the applicable consideration payable pursuant to this Agreement and if discussion within five (5) Business Days of such extension is not granted to Parent's satisfaction prior to the date such payments become due and payable, Parent, Paying Agent, the 102 Trustee and/or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Lawmeeting or discussion.