UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number 000-20181

SAPIENS INTERNATIONAL CORPORATION N.V.

(Translation of Registrant’s name into English)

Azrieli Center

26 Harokmim St.

Holon, 5885800 Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form40-F ☐

Transaction Agreements

Agreement and Plan of Merger

As previously disclosed, Sapiens International Corporation N.V., aCayman Islands exempted company registered in the Cayman Islands (the “Company”), entered into an Agreement and Planof Merger, dated August 12, 2025 (the “Merger Agreement”), with SI Swan UK Bidco Limited, a private limited companyincorporated under the laws of Guernsey (“Bidco”), SI Swan Guernsey Holdco Limited, a private limited company incorporatedunder the laws of Guernsey (“Parent”), and SI Swan Cayman Merger Sub Ltd., a Cayman Islands exempted company incorporatedunder the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”, and collectively with Parentand Bidco, the “Parent Parties”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditionstherein and in accordance with Part 16 of the Companies Act (as revised) of the Cayman Islands, Merger Sub will merge with and into theCompany (the “Merger”), with the Company being the surviving company in the Merger.

The foregoing description of the Merger Agreementdoes not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy ofwhich is attached hereto as Exhibit 99.1 and incorporated by reference herein. A copy of the Merger Agreement has been included to providethe Company’s shareholders with information regarding its terms and is not intended to provide any factual information about theCompany, the Parent Parties or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreementhave been and will be made solely for the purposes of the Merger Agreement and as of specific dates; were and will be made solely forthe benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by such parties;are not intended as statements of fact to be relied upon by the Company’s shareholders, but rather as a way of allocating the riskbetween the parties in the event the statements therein prove to be inaccurate; have been and will be modified or qualified by certainconfidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosuresare not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality ina way that is different from what may be viewed as material by the Company’s shareholders or those generally applicable to reportsand documents filed with the Securities and Exchange Commission (the “SEC”). The Company’s shareholders arenot third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or anydescriptions thereof as characterizations of the actual state of facts or condition of the Company, the Parent Parties or their respectiveaffiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of theMerger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The MergerAgreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement,the Merger, the Company, the Parent Parties, their respective affiliates and their respective businesses, that will be contained in,or incorporated by reference into, the Schedule 13E-3 and proxy statement that the Company will file, as well as in the other filingsthat the Company will make, with the SEC.

Support Agreement

As previously disclosed, the Rollover Shareholder has entered intoa support agreement, dated August 12, 2025 (the “Support Agreement”), with Parent with respect to the 24,314,766 commonshares of the Company owned by the Rollover Shareholder as of the date of the Support Agreement.

The foregoing description of the Support Agreement does not purportto be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, a copy of which is attachedas Exhibit 99.2 hereto and is incorporated by reference herein.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed in this Report on Form 6-K that are incorporatedherein and therein by reference are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities LitigationReform Act of 1995, that are based on our beliefs, assumptions and expectations, as well as information currently available to us. Suchforward-looking statements may be identified by the use of the words “anticipate,” “believe,” “estimate,”“expect,” “intend,” “believe,” “may,” “will,” “plan” and similarexpressions. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties,assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results to differmaterially from those expressed in any forward-looking statements.

These risks, uncertainties, assumptions andother important factors that might materially affect such forward-looking statements include, but are not limited to: (i) thetiming, receipt and terms and conditions of any required governmental and regulatory approvals of the transactions contemplated bythe Merger Agreement and the plan of merger (the “Transactions”) that could reduce anticipated benefits or causethe parties to abandon the Transactions; (ii) the possibility that the Company’s shareholders may not approve theTransactions; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of theMerger Agreement entered into pursuant to the Transactions; (iv) the risk that the parties to the Merger Agreement may not beable to satisfy the conditions to the Transactions in a timely manner or at all; (v) the risk of any litigation relating to theTransactions; (vi) the risk that the Transactions and their announcement could have an adverse effect on the ability of theCompany to retain buyers and retain and hire key personnel and maintain relationships with buyers, suppliers, employees,shareholders and other business relationships and on the Company’s operating results and business generally; (vii) therisk that the Transactions and their announcement could have adverse effects on the market price of the Company’s commonshares; (viii) the possibility that the parties to the Transactions may not achieve some or all of any anticipated benefitswith respect to the Company’s business and the Transactions may not be completed in accordance with the parties’expected plans or at all; (ix) the risk that restrictions on the Company’s conduct during the pendency of theTransactions may impact the Company’s ability to pursue certain business opportunities; (x) the possibility that theTransactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events;(xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement,including in circumstances requiring the Company to pay a termination fee; (xii) the risk that the Company’s share pricemay decline significantly if the Transactions are not consummated; (xiii) the Company’s ability to enter into newstrategic relationships and to further develop existing strategic relationships; (xiv) the Company’s ability to developor acquire and deploy new solutions; (xv) the Company’s ability to raise capital and the terms of those financings;(xvi) the Company’s ability to identify and respond to cybersecurity threats and incidents; (xvii) risks related tothe Company’s principal location in Israel and its status as a Cayman Islands company; (xviii) general economic andmarket developments and conditions, including with respect to federal monetary policy, federal trade policy, interest rates,interchange rates, labor shortages and supply chain issues; and (xix) the other risk factors and cautionary statementsdescribed in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, and other documentsfiled by the Company with the SEC. The above list of factors is not exhaustive or necessarily in order of importance. You should notrely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflectedin the forward-looking statements are reasonable, it cannot guarantee that future results, levels of activity, performance andevents and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, theCompany undertakes no obligation to update publicly any forward-looking statements for any reason, to conform these statements toactual results or to changes in our expectations.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

SAPIENS INTERNATIONAL CORPORATION N.V.,

SI SWAN UK BIDCO LIMITED,

SI SWAN GUERNSEY HOLDCO LIMITED, and

SISwan Cayman Merger Sub Ltd.

Dated as of August 12, 2025

TABLE OF CONTENTS

EXHIBITS

Exhibit A     Form of Plan of Merger

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER(this “Agreement”), dated as of August 12, 2025 (the “Agreement Date”), by and among Sapiens InternationalCorporation N.V., a Cayman Islands exempted company registered in the Cayman Islands (the “Company”), SI Swan UK BidcoLimited, a private limited company incorporated under the laws of Guernsey (“Bidco”), SI Swan Guernsey Holdco Limited,a private limited company incorporated under the laws of Guernsey (“Parent”), and SI Swan Cayman Merger Sub Ltd., aCayman Islands exempted company incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“MergerSub”). The Parent Parties and the Company are each sometimes referred to herein as a “Party” and collectivelyas the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 9.3.

RECITALS

WHEREAS, on the terms andsubject to the conditions of this Agreement and in accordance with Part 16 of the Companies Act (as revised) of the Cayman Islands (the“CICA”), Parent, Merger Sub and the Company intend to enter into a transaction pursuant to which Merger Sub will mergewith and into the Company (the “Merger”), with the Company being the surviving company (as defined in the CICA) (the“Surviving Company”);

WHEREAS, the Company Boardhas established the Special Committee and delegated to the Special Committee authority to, among other things, develop, assess and negotiatethe terms of a potential transaction with the Parent Parties and to make a recommendation to the full Company Board as to whether theCompany should enter into such potential transaction;

WHEREAS, the Special Committeehas unanimously (i) determined that the Per Share Merger Consideration constitutes at least (and may exceed) the fair value for each CommonShare (other than the Excluded Shares), (ii) determined that the terms of this Agreement, the Plan of Merger, the Merger and the otherTransactions are in the best interests of the Company and, (iii) resolved to recommend that the Company Board (a) declare advisable andin the best interests of the Company the execution, delivery and performance of this Agreement, the Plan of Merger, the Merger and theother Transactions, (b) authorize and enter into (as applicable) this Agreement, the Plan of Merger and approve the Merger and the otherTransactions and (c) subject to Section 5.5(d), recommend that the Company’s shareholders vote in favor of the authorizationand approval (as applicable) of this Agreement, the Plan of Merger, the Merger and the other Transactions, at the Company ShareholdersMeeting (this clause (iii), the “Special Committee Recommendation”);

WHEREAS, the Company Board,acting upon the Special Committee Recommendation, has unanimously (i) determined that the Per Share Merger Consideration constitutes atleast (and may exceed) the fair value for each Common Share (other than the Excluded Shares), (ii) determined that the terms of this Agreement,the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company, (iii) approved and declared advisablethe execution, delivery and performance of this Agreement, the Plan of Merger, the Merger and the other Transactions, and (iv) subjectto Section 5.5(d), determined to recommend that the Company’s shareholders vote in favor of the authorization and approval(as applicable) of this Agreement and the Plan of Merger, the Merger, the other Transactions, at the Company Shareholders Meeting;

WHEREAS, the Bidco Board hasapproved this Agreement and declared it advisable for Bidco to enter into this Agreement and to consummate the Transactions;

WHEREAS, the Parent Boardand the Merger Sub Board have each approved this Agreement and the Plan of Merger and declared it advisable for Parent and Merger Sub,respectively, to enter into this Agreement and the Plan of Merger and to consummate the Transactions;

WHEREAS, the Merger Sub Boardhas recommended the authorization and approval (as applicable) of this Agreement and the Plan of Merger by Parent, as its sole shareholder;

WHEREAS, concurrently withthe execution of this Agreement and as an inducement to the Parent Parties’ willingness to enter into this Agreement, Formula Systems(1985) Ltd., a corporation incorporated under the laws of Israel (the “Rollover Shareholder”) has entered into a rolloveragreement (the “Rollover Agreement”) with SI Swan UK Topco Limited, a private limited company incorporated under thelaws of Guernsey (“Topco”) and the Parent Parties, pursuant to which, among other things, (i) the Rollover Shareholderhas agreed, upon the terms and subject to the conditions in the Rollover Agreement, to receive shares in Topco as consideration for thetransfer of the Rollover Shares to Topco and (ii) Topco will issue to the Rollover Shareholder shares of Topco in exchange for the RolloverShares, as further specified in, and delivered in accordance with, the Rollover Agreement (the transactions contemplated by the RolloverAgreement, collectively, the “Rollover”);

WHEREAS, concurrently withthe execution of this Agreement and as an inducement to the Parent Parties’ willingness to enter into this Agreement, the RolloverShareholder has also entered into a support agreement (the “Support Agreement”) with Parent pursuant to which, amongother things, the Rollover Shareholder has agreed upon the terms and subject to the conditions in the Support Agreement, to vote all itsCommon Shares beneficially owned by it in favor of the authorization and approval of this Agreement, the Plan of Merger, the Merger andthe other Transactions;

WHEREAS, concurrently withthe execution and delivery of this Agreement and as an inducement to the Company’s willingness to enter into this Agreement, Parenthas delivered to the Company equity commitment letter (the “Equity Commitment Letter”), pursuant to which the Sponsorshave agreed, subject to the terms and conditions set forth therein, to provide to Parent at or prior to the Closing the financing in therespective amounts and on the respective terms set forth therein and a debt commitment letter (including all annexures thereto, and togetherwith the accompanying conditions precedent status letter, the interim facilities agreement and the term sheet described therein, the “DebtCommitment Letter”), dated on or prior to the Agreement Date, duly executed by each party thereto (including each FinancingSource and Bidco), pursuant to which the Financing Sources thereto have irrevocably committed, subject to the terms and conditions therein,to lend the amounts set forth therein for the purpose of funding a portion of the Transactions contemplated hereby and thereby;

WHEREAS, concurrently withthe execution of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, Parenthas delivered to the Company a limited guarantee (the “Limited Guarantee”) from the Sponsors, in favor of the Company,pursuant to which, subject to the respective terms and conditions contained therein, the Sponsors are guaranteeing certain obligationsof the Parent Parties contained in this Agreement; and

WHEREAS, the Company and theParent Parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to proscribevarious conditions to the Merger.

AGREEMENT

NOW, THEREFORE, in considerationof the foregoing and the representations, warranties and covenants herein and intending to be legally bound, the Parties agree as follows:

ArticleI
THE MERGER

Section 1.1 Transactions.

(a) Inconnection with the Merger and immediately prior to the Effective Time, (i) the Rollover Shareholder shall sell, assign, transfer andconvey to Merger Sub, free and clear of all Liens (other than Liens imposed by applicable securities Laws), and Merger Sub shall acceptand receive, the Non-Rollover Shares, (ii) in exchange therefor, Parent (on behalf of Merger Sub) shall issue to the Rollover Shareholderthe Loan Note (as defined in the Rollover Agreement), and (iii) in exchange therefor, Merger Sub shall issue to Parent a number of sharesof Merger Sub with an aggregate value equal to the Loan Note (the “Exchanged Merger Sub Shares”).

(b) Uponthe terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the CICA, atthe Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Merger Sub shall cease to exist andwill be struck off the Register of Companies in the Cayman Islands and the Company shall continue as the Surviving Company.

Section 1.2 Closing.

The closing (the “Closing”)of the Merger shall take place by electronic exchange of documents and signatures at 10:00 a.m., Eastern Time, on a date to be agreedby the Parties, that is no later than the fifth (5th) Business Day following the satisfaction or, to the extent permitted hereunder andby applicable Law (as applicable), waiver of the conditions set forth in Article ‎VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or,to the extent permitted hereunder and by applicable Law, waiver of those conditions). The date on which the Closing occurs is referredto in this Agreement as the “Closing Date.”

Section 1.3 Effective Time.

Upon the terms and subject tothe conditions set forth herein, on the Closing Date, the Company and the Parent Parties shall (a) cause the Plan of Merger to be dulyexecuted (if not already executed in connection with any pre-clearance of the Merger with the Registrar of Companies of the Cayman Islands)and filed with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICA, and (b) make any other filings,recordings or publications required to be made by the Company or Merger Sub under the CICA in connection with the Merger. The Merger shallbecome effective on the date of registration of the Plan of Merger by the Registrar of Companies of the Cayman Islands or at such otherdate as may be agreed in writing by the Parent Parties and the Company, and specified in the Plan of Merger (such date and time, the “EffectiveTime”).

Section 1.4 Effects of the Merger.

At the Effective Time, theMerger shall have the effects specified in the Plan of Merger and the CICA. Without limiting the generality of the foregoing, and subjectthereto, at the Effective Time, the Surviving Company shall succeed to and assume all the rights, property of every description, includingchoses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, mortgages, charges or security interestsand all Contracts, obligations, claims, debts and liabilities of the Company and Merger Sub in accordance with the CICA.

Section 1.5 Memorandum and Articles ofAssociation.

At the Effective Time, in accordancewith the Plan of Merger, the memorandum and articles of association of the Surviving Company shall be amended and restated to the formannexed to the Plan of Merger.

Section 1.6 Directors and Officers ofSurviving Company.

At the Effective Time, the directorsof Merger Sub immediately prior to the Effective Time, together with any directors of the Company that Parent nominates to be appointedwith effect from the Effective Time (subject to the agreement of such Persons to serve as directors of the Surviving Company), will bethe directors of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors areduly elected and qualified, as the case may be. At the Effective Time, the officers of the Company immediately prior to the EffectiveTime will be the officers of the Surviving Company, until the earlier of their death, resignation or removal or until their respectivesuccessors are duly elected or appointed and qualified, as the case may be. If at any time after the Effective Time, the Surviving Companydetermines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances orany other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company itsright, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or tobe acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, thenthe officers and directors of the Surviving Company will be authorized to execute and deliver, in the name and on behalf of either theCompany or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in thename and on behalf of each of such companies or otherwise, all such other actions and things as may be necessary or desirable to vest,perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Company orotherwise to carry out this Agreement.

ArticleII
EFFECT ON THE SHARE CAPITAL OF THE CONSTITUENT ENTITIES

Section 2.1 Effect on Share Capital.

Upon the terms and subject tothe conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and the other Transactions, and without anyaction on the part of the Company, the Parent Parties or the holders of any securities of the Company:

(a) eachCommon Share owned by the Company as a treasury share as of immediately prior to the Effective Time, will be cancelled, no longer be outstanding,and will automatically cease to exist, and no consideration will be delivered in exchange therefor;

(b) eachCommon Share that is owned by Bidco, Parent or any of its Subsidiaries (including Merger Sub), each Non-Rollover Share, and each CommonShare owned by any direct or indirect wholly owned Subsidiary of the Company, in each case, as of immediately prior to the Effective Time,will be cancelled, no longer be outstanding, and will automatically cease to exist, and no consideration will be delivered in exchangetherefor;

(c) eachCommon Share issued and outstanding immediately prior to the Effective Time (other than (i) Excluded Shares, including any Non-RolloverShares, which will be treated in accordance with Section 2.1(a) and Section 2.1(b), as applicable, (ii) DissentingShares (as defined below), which will be treated in accordance with Section 2.3 and (iii) the Rollover Shares), will be cancelled,no longer be outstanding, and will automatically cease to exist, and each holder of evidence in book-entry form that immediately priorto the Effective Time represented any such Common Shares (“Book-Entry Shares”), will cease to have any rights withrespect thereto, except the right to receive $43.50 in cash per Common Share without interest thereon (the “Per Share MergerConsideration”) payable in the manner provided in Section 2.2. For the avoidance of doubt, the Rollover Shares shallnot be entitled to receive the Per Share Merger Consideration; and

(d) (i)each Rollover Share held by the Rollover Shareholder shall continue to be one validly issued, fully paid and non-assessable common share,par value €0.01 per share, of the Surviving Company, and (ii) each share of par value US$0.0001 per share of Merger Sub issued andoutstanding immediately prior to the Effective Time (including each Exchanged Merger Sub Share) shall be converted into and become one validlyissued, fully paid and non-assessable common share, par value €0.01 per share, of the Surviving Company. Immediately following theEffective Time, such common shares in the Surviving Company shall constitute the only issued and outstanding shares of the Surviving Company,which shall be reflected in the register of members of the Surviving Company.

Section 2.2 Payment Fund.

(a) PayingAgent; Israeli Withholding Agent. Prior to Closing, Parent will, at its sole cost and expense, appoint a financial institution ortrust company nationally recognized in the U.S. and reasonably acceptable to the Company, to act as paying agent (the “PayingAgent”) for the payment and delivery of the aggregate amount of the Per Share Merger Consideration payable at the EffectiveTime pursuant to Section 2.1 and, solely with respect to 102 Shares, 102 Options, 102 RSUs, 3(i) Options and 3(i) RSUs, Section2.4 (collectively, the “Aggregate Merger Consideration”) and enter into a paying agent agreement, in form and substancereasonably acceptable to the Company, with such Paying Agent. At or prior to the Closing, Parent shall deposit or shall cause to be depositedwith the Paying Agent, by wire transfer of immediately available funds, for payment in accordance with this Article II throughthe Paying Agent, cash in an amount sufficient to pay the Aggregate Merger Consideration (such cash deposited with the Paying Agent ishereinafter referred to as the “Payment Fund”). In the event the Payment Fund shall be insufficient to make the paymentsin connection with the Merger contemplated by Section 2.1 and, solely with respect to 102 Shares, 102 Options, 102 RSUs, 3(i) Optionsand 3(i) RSUs, Section 2.4, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the PayingAgent or the Company, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment.Parent shall cause the Paying Agent, pursuant to irrevocable instructions, to deliver the Aggregate Merger Consideration contemplatedto be issued pursuant to Section 2.1 and, solely with respect to 102 Shares, 102 Options, 102 RSUs, 3(i) Options and 3(i) RSUs,Section 2.4 out of the Payment Fund. At or prior to the Closing, to the extent necessary in light of the provisions of the WithholdingTax Ruling, Parent will, at its sole cost and expense, appoint an Israeli withholding agent reasonably acceptable to the Company (the“Israeli Withholding Agent”) to assist in obtaining and approving any requisite residency certificate and/or otherdeclaration and approving any Valid Tax Certificate for Israeli Tax withholding purposes as well as transferring any withheld amount tothe ITA, and, in connection therewith, shall enter into an agreement with the Israeli Withholding Agent in a form reasonably satisfactoryto the Company.

(b) Letterof Transmittal. As promptly as reasonably practicable after the Effective Time (but in any event within three (3) Business Days thereafter),Parent, Bidco and the Surviving Company will cause the Paying Agent to provide to each holder of record of Common Shares in respect ofwhich the Per Share Merger Consideration is payable pursuant to ‎Section 2.1(c):(i) a form of letter of transmittal in such form and containing such other provisions as Parent and Bidco may reasonably designate andas are reasonably acceptable to the Company prior to the Effective Time (the “Letter of Transmittal”) and which specifiesthat delivery and cancellation of such Common Shares will be effected and risk of loss and title will pass only upon proper delivery ofan “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of thetransfer as the Paying Agent may reasonably request); and (ii) instructions for effecting the cancellation of Book-Entry Shares in exchangefor the applicable Per Share Merger Consideration payable in respect of the Common Shares represented thereby.

(c) MergerConsideration Received in Connection with Exchange. Upon the receipt of an “agent’s message” by the Paying Agent,in each case, together with such other documents as reasonably may be required by the Paying Agent, the holder of such Book-Entry Shareswill be entitled to receive in exchange therefor and Parent and Bidco shall cause the Paying Agent to pay the consideration payable inrespect of the Common Shares previously represented thereby pursuant to Section 2.1. In the event of a transfer of ownershipof Book-Entry Shares that has not been registered in the transfer records of the Company, any Per Share Merger Consideration payable inrespect of the Common Shares previously represented thereby may be paid to the transferee or transferees if Book-Entry Share representingsuch prior Common Shares is presented to the Paying Agent (or, in the case of Book-Entry Shares, proper evidence of such transfer) accompaniedby all documents required to evidence and effect such transfer and by evidence that any applicable share transfer Taxes have been paid.Until cancelled as contemplated by this Section 2.2(c), each Book-Entry Share, including any prior Common Shares representedthereby, will, at any time from and after the Effective Time, represent only the right to receive upon such cancellation the considerationthat the holder of such Book-Entry Share is entitled to receive in respect of the prior Common Shares represented thereby pursuant tothis Section 2.2(c). No interest will be paid or accrued on the cash payable upon cancellation of the Book-Entry Shares.

(d) CompanyEquity Awards Consideration. Notwithstanding anything to the contrary in this Agreement, any payment made under this Agreement (i)with respect to 102 Shares, 102 Options, 102 RSUs, 3(i) Options and 3(i) RSUs shall be deposited with the 102 Trustee through the PayingAgent, and released by the 102 Trustee to the holders of such 102 Shares, 102 Options, 102 RSUs, 3(i) Options and 3(i) RSUs (as applicable)in accordance with the provisions of the Options Tax Ruling (or the Interim Options Tax Ruling) and Section 102 of the Ordinance, and(ii) with respect to Non-Israeli Awards, shall be made by the Company Subsidiary with whom the holder of such Non-Israeli Award is orwas employed or engaged for payment to such holder (and Parent and Bidco shall cause such Company Subsidiary to make such payment to suchholder) through such Company Subsidiary’s payroll or accounts payable system, as applicable, no later than the first (1st) regularlyscheduled payroll date that is not less than ten (10) days following the Closing Date.

(e) NoFurther Ownership Rights in Common Shares. The Per Share Merger Consideration, when actually paid in accordance with the terms ofthis Article II in respect of each cancelled Common Share, will be deemed to have been issued and paid in full satisfactionof all rights pertaining to such Common Share. From and after the Effective Time, there will be no further registration of transfers inthe register of members of the Surviving Company of Common Shares that were outstanding immediately prior to the Effective Time. Fromand after the Effective Time, the holders of Book-Entry Shares representing Common Shares outstanding immediately prior to the EffectiveTime will cease to have any rights with respect to such Common Shares, except as otherwise provided for in this Agreement (including ‎Section2.1(c)) or by applicable Law. If, after the Effective Time, any Book-Entry Shares are presented to Parent, Bidco, the Surviving Company,or the Paying Agent for any reason, they will be cancelled as provided in this Article II, with the holder thereof entitledto receive the Per Share Merger Consideration payable in respect of the Common Shares represented thereby pursuant to Section2.1 and, in the case of Dissenting Shares, subject to applicable Law and Section 2.3.

(f) Terminationof Payment Fund. Any portion of the Payment Fund (including any interest or any other amounts received with respect thereto) thatremains undistributed to the holders of Common Shares on the date that is twelve (12) months after the Effective Time may, upon the SurvivingCompany’s request, subject to applicable withholding, including pursuant to the Withholding Tax Ruling, be delivered to the SurvivingCompany, and after any such delivery, any Person who was, at the Closing, a holder of a Common Share (other than the Excluded Shares)who has not theretofore complied with this Article II will thereafter look only to the Surviving Company (subject to abandonedproperty, escheat or other similar Laws) for payment of its claim for the Per Share Merger Consideration payable with respect thereto,without any interest thereon.

(g) NoLiability. None of the Surviving Company, the Parent Parties or the Paying Agent will be liable to any Person in respect of any portionof the Payment Fund delivered to a public official in accordance with the requirements of any applicable abandoned property, escheat,or similar Law. Notwithstanding anything to the contrary in this Agreement, any portion of the Aggregate Merger Consideration to be paidin accordance with this Article II that remains undistributed to the holders of Book-Entry Shares immediately prior to thedate on which such portion of the Aggregate Merger Consideration would otherwise escheat to or become the property of any GovernmentalEntity, will, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims orinterests of any person previously entitled thereto.

(h) Investmentof Payment Fund. The Paying Agent will invest any cash in the Payment Fund if and as directed by Parent or Bidco or, after the EffectiveTime, the Surviving Company. Any interest and other income resulting from such investments will be paid to, and be the property of, Parentor, after the Effective Time, the Surviving Company. No investment losses resulting from any investment of the Payment Fund will diminishthe rights of any of the holders of Common Shares, 102 Shares, 102 Options, 102 RSUs, 3(i) Options or 3(i) RSUs to receive the portionof the Aggregate Merger Consideration payable to them. To the extent there are losses with respect to such investments or (subject to Section2.2(f)) the Payment Fund diminishes for any other reason below the level required to make prompt cash payment of the aggregate fundsrequired to be paid pursuant to the terms of this Agreement, Parent or Bidco or, after the Effective Time, the Surviving Company willpromptly replace or restore, or cause to be replaced or restored, the cash in the Payment Fund so as to ensure that the Payment Fund isat all times maintained at a level sufficient to make such cash payments.

(i) WithholdingRights.

(i) Eachof Parent, Bidco, the Company, Merger Sub, the Surviving Company, the 102 Trustee, the Paying Agent, the Israeli Withholding Agent, anyTASE member, any of their respective Affiliates and any other applicable paying or withholding agent (each, a “Payor”)(without duplication) will be entitled to deduct and withhold from any consideration payable or transferable to any Person pursuant tothe Transactions or this Agreement such amounts as are required to be deducted and withheld with respect to the making of such paymentor transfer under applicable Law (including the Code, the Ordinance and any applicable provisions of Israeli or non-Israeli Tax Law) andin accordance with the Withholding Tax Ruling and, if obtained, the Interim Options Tax Ruling, and the Options Tax Ruling. Amounts sowithheld and paid over to the appropriate Governmental Entity (including the ITA) will be treated for all purposes of this Agreement ashaving been paid to the Person in respect of which such deduction or withholding was made. Notwithstanding anything to the contrary inthis Agreement, all compensatory amounts subject to payroll reporting and withholding (excluding, for the avoidance of doubt, amountspayable with respect to 102 Options, 102 RSUs, and 102 Shares, which shall be paid through the 102 Trustee) shall be paid by the Companyor the Applicable Subsidiary through the applicable payroll system in accordance with applicable payroll procedures.

(ii) Notwithstandingthe foregoing provisions and subject to any other provision to the contrary in the Withholding Tax Ruling, with respect to Israeli Taxes,the consideration payable to each holder of Common Shares (other than the holders of 102 Shares) and, in the case of the Rollover Shareholder,any amount payable to such Rollover Shareholder under the Loan Note will be paid to and retained by the Paying Agent for the benefit ofeach such holder of Common Shares for a period of up to 365 days from the Closing Date (the “Withholding Drop Date”),unless Parent or the Paying Agent is otherwise explicitly instructed in writing by the ITA, during which time the Paying Agent will notmake any payments to any holder of Common Shares and withhold any amounts for Israeli Taxes from the payment deliverable pursuant to thisAgreement, except as provided below and during which time each holder of Common Shares may obtain (or, if one already exists, presentto the Paying Agent) a Valid Tax Certificate or any other document required in the Withholding Tax Ruling. If a holder of Common Sharesdelivers, no later than three (3) Business Days prior to the Withholding Drop Date a Valid Tax Certificate or any other document requiredin the Withholding Tax Ruling to the Paying Agent, then the Per Share Merger Consideration due to such holder of Common Shares will bepaid to such holder of Common Shares and the deduction and withholding of any Israeli Taxes will be made only in accordance with suchValid Tax Certificate and the Withholding Tax Ruling, subject to any non-Israeli withholding which is applicable to the payment underapplicable Law (if any). If a holder of Common Shares (A) does not provide the Paying Agent with a Valid Tax Certificate or any otherdocument required in the Withholding Tax Ruling, by no later than three (3) Business Days before the Withholding Drop Date, or (B) submitsa written request with the Paying Agent to release his portion of the consideration prior to the Withholding Drop Date and fails to submita Valid Tax Certificate or any other document required in the Withholding Tax Ruling at or before such time, then the amount to be withheldfrom such holder’s portion of the consideration payable pursuant to Section 2.1 will be calculated according to the applicablewithholding rate on the date of payment under applicable Law and the provisions of the Withholding Tax Ruling, as reasonably determinedby the Israeli Withholding Agent, subject to any non-Israeli withholding which is applicable to the payment under applicable Law (if any).Unless otherwise determined in the Withholding Tax Ruling, any withholding made in New Israeli Shekels with respect to payments made hereunderin Dollars will be calculated based on a conversion rate on the date the payment is actually made to any recipient and any currency conversioncommissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient.

(iii) Notwithstandinganything to the contrary in this Agreement, with respect to the Rollover Shareholder, until such recipient, or anyone on its behalf, presentsto the Israeli Withholding Agent, a Valid Tax Certificate, or evidence satisfactory to the Israeli Withholding Agent that the full applicableTax amount with respect to such recipient, as determined by the Israeli Withholding Agent, is/has been withheld, (A) shares of Topco shallbe issued in the name of the Paying Agent, to be held in trust for such Rollover Shareholder and delivered to such Rollover Shareholderin compliance with the withholding requirements under this Section 2.2(i)(iii), and (B) no portion of the Per Share Merger Considerationpayable in cash to such Rollover Shareholder, and no portion of the repayment amount payable to such Rollover Shareholder under the LoanNote, shall be released to such Rollover Shareholder. Any amount required to be withheld with respect to the Rollover Shareholder shallbe funded (I) through a reduction from any portion of the Per Share Merger Consideration then payable in cash to such Rollover Shareholder,(II) by such Rollover Shareholder directly in immediately available cash, to the Israeli Withholding Agent, or (III) to the extent theforegoing clauses (I) or (II) are not implemented, through the forfeiture or sale of the portion of the shares of Topco otherwise deliverableto such Rollover Shareholder by the Paying Agent, that is required to enable the Israeli Withholding Agent to comply with applicable deductionor withholding requirements.

(iv) Notwithstandingthe provisions of Section 2.2(i)(i), any payments made to holders of Company Options, holders of Company RSU and holders of102 Shares will be subject to deduction or withholding of Israeli Tax pursuant to the Ordinance on the 16th day of the calendar monthfollowing the month during which the Closing occurs, unless (A) with respect to holders of 102 Shares, 102 Options, 102 RSUs, 3(i) Optionsand 3(i) RSUs, the Options Tax Ruling (or the Interim Options Tax Ruling) shall have been obtained before the 16th day of the calendarmonth following the month during which the Closing occurs, and in such case, withholding shall be as determined in the Options Tax Ruling(or the Interim Options Tax Ruling), (B) subject to provisions of the Withholding Tax Ruling with respect to any non-Israeli residentholders of Company Options or Company RSUs (other than the Company Options and Company RSUs that fall under clause (A) above) who wereengaged by a non-Israeli Company Subsidiary, and who were granted such awards in consideration for work or services performed entirelyoutside of Israel and that provide to Parent, with a validly executed declaration in a customary form that is reasonably acceptable toParent, then such payments will not be subject to any withholding or deduction of Israeli Tax, and will be made through the applicableCompany Subsidiary’s payroll or accounts payable system, as applicable, subject to any non-Israeli withholding required under applicableLaw, and (C) with respect to holders of Company Options and Company RSUs that do not fall under clauses (A) and (B) above, a Valid TaxCertificate was provided.

Section 2.3 Dissenter’s Rights.

(a) Notwithstandingany provision of this Agreement to the contrary and to the extent available under the CICA, Common Shares that are issued and outstandingimmediately prior to the Effective Time and that are held by shareholders of the Company who shall have validly exercised and perfectedand not effectively withdrawn or lost their rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 ofthe CICA (collectively, the “Dissenting Shares,” and holders of the Dissenting Shares collectively, the “DissentingShareholders”) shall be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders shall not be entitledto receive the Per Share Merger Consideration and shall instead be entitled to exercise the rights conferred by Section 238 of the CICA,reduced by all applicable withholding Taxes, if any, withheld in accordance with Section 2.2(i).

(b) Forthe avoidance of doubt, all Common Shares held by Dissenting Shareholders who shall have not exercised or perfected or who shall haveeffectively withdrawn or lost their dissenter rights under Section 238 of the CICA shall thereupon not be Dissenting Shares and shallbe cancelled and cease to exist as of the Effective Time, in consideration of the right to receive the Per Share Merger Consideration,without any interest thereon, in the manner provided in Section 2.2, subject to all applicable Tax withholding in accordancewith Section 2.2(i). Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessaryto pay in full the aggregate Per Share Merger Consideration so due and payable to such shareholders who have not exercised or perfectedor who shall have effectively withdrawn or lost such dissenter rights under Section 238 of the CICA.

(c) TheCompany shall give Parent (i) prompt notice (and in any event within 48 hours of receipt) of any notices of objection, notices of approvals,notice of dissent or demands for appraisal or written offers, under Section 238 of the CICA received by the Company, attempted withdrawalsof such notices, demands or offers, and any other instruments served pursuant to applicable Law of the Cayman Islands and received bythe Company relating to its shareholders’ rights to dissent from the Merger or appraisal rights, and (ii) to the extent permittedby applicable Law, the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for appraisalunder the CICA. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily makeany offers or agree to any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demandsfor appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

(d) Inthe event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2)of the CICA, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to Section 238(4)of the CICA within 20 days of obtaining the Company Shareholder Approval.

Section 2.4 Treatment of Company EquityAwards.

Effective as of immediatelyprior to the Effective Time, by virtue of the Merger and without any action on the part of any Parent Party, the Company, any holder ofCompany Options or Company RSUs, or any other Person, the Company Options and Company RSUs then outstanding will be treated as providedin this Section 2.4.

(a) VestedCompany RSUs. Each Vested Company RSU shall be cancelled, with the holder of any such Vested Company RSU becoming entitled to receiveat the Effective Time, in full satisfaction of the rights of such holder with respect thereto, the Per Share Merger Consideration in respectof each Common Share covered by such Company RSU, without interest and subject to applicable withholding Taxes.

(b) UnvestedCompany RSU. Each Unvested Company RSU shall be cancelled and converted into the right to receive an amount in cash, without interestthereon and subject to applicable withholding Taxes, equal to the product of (i) the Per Share Merger Consideration and (ii) thetotal number of Common Shares subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash ReplacementCompany RSU Amount”), which Cash Replacement Company RSU Amount shall, subject to the holder’s continued service withParent, Bidco or their respective Affiliates (including the Company or its Subsidiaries) through the applicable vesting dates, vest andbe payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amount was exchanged would have vestedand been payable pursuant to its terms. Each Cash Replacement Company RSU Amount shall otherwise have the same terms and conditions (includingwith respect to service-based vesting conditions and terms of acceleration pursuant to the applicable termination of employment) as appliedto the Unvested Company RSU for which it was exchanged, except for terms rendered inoperative by reason of the Merger and other administrativeor ministerial changes reasonably determined by Parent or Bidco. The Company shall pay any portion of the Cash Replacement Company RSUAmount that vests to the applicable holder thereof, without interest, no later than the second (2nd) regularly scheduled payroll datefollowing the date on which such portion vests. Bidco shall cause: (A) the transfer of the aggregate Cash Replacement Company RSUAmount that is payable with respect to such Unvested Company RSUs that are 102 RSUs or 3(i) RSUs to the 102 Trustee, on behalf of holdersof 102 RSUs or 3(i) RSUs, as applicable, in accordance with Section 102 (if applicable), the Interim Options Tax Ruling and the OptionsTax Ruling, which shall be released by the 102 Trustee, subject to appropriate Tax withholdings, in accordance with the terms andconditions of Section 102 (if applicable), the Interim Options Tax Ruling and the Options Tax Ruling; and (B) payment of theaggregate Cash Replacement Company RSU Amount that becomes payable with respect to such Unvested Company RSUs (other than 102 RSUs and3(i) RSUs) by the Surviving Company or the Applicable Subsidiary through the applicable payroll system in accordance with applicable payrollprocedures. Bidco shall use commercially reasonable efforts to obtain the required valuations, if and to the extent required, to complywith the provisions of the Options Tax Ruling.

(c) VestedCompany Options. Each Vested Company Option shall be cancelled, with the holder of any such Company Option becoming entitled to receiveat the Effective Time, in full satisfaction of the rights of such holder with respect thereto, an amount in cash (without interest) equalto the product of (i) the number of Common Shares subject to such Vested Company Option and (ii) the excess, if any, of the Per ShareMerger Consideration over the applicable per share exercise price of such Vested Company Option, without interest and subject to applicablewithholding Taxes.

(d) UnvestedCompany Options. Each Unvested Company Option shall be cancelled and converted into the right to receive an amount in cash, withoutinterest thereon and subject to applicable withholding Taxes, equal to the product of (i) the number of Common Shares subject tosuch Unvested Company Option and (ii) the excess, if any, of the Per Share Merger Consideration over the applicable per share exerciseprice of such Unvested Company Option (the “Cash Replacement Company Option Amount”), which Cash Replacement Company OptionAmount shall, subject to the holder’s continued service with Parent, Bidco or their respective Affiliates (including the Companyor its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company Option for whichsuch Cash Replacement Company Option Amount was exchanged would have vested and been payable pursuant to its terms. Each Cash ReplacementCompany Option Amount shall otherwise have the same terms and conditions (including with respect to service-based and performance-basedvesting conditions and terms of acceleration pursuant to the applicable termination of employment) as applied to the Unvested CompanyOption for which it was exchanged, except for terms rendered inoperative by reason of the Merger and other administrative or ministerialchanges reasonably determined by Parent or Bidco. The Company shall pay any portion of the Cash Replacement Company Option Amount thatvests to the applicable holder thereof, without interest, no later than the second (2nd) regularly scheduled payroll date following thedate on which such portion vests. Bidco shall cause: (A) the transfer of the aggregate Cash Replacement Company Option Amount that ispayable with respect to such Unvested Company Options that are 102 Options or 3(i) Options to the 102 Trustee, on behalf of the holdersof 102 Options or 3(i) Options, as applicable, in accordance with Section 102 (if applicable), the Interim Options Tax Ruling and theOptions Tax Ruling, which shall be released by the 102 Trustee, subject to appropriate Tax withholdings, in accordance with the termsand conditions of Section 102 (if applicable), the Interim Options Tax Ruling and the Options Tax Ruling; and (B) payment of the aggregateCash Replacement Company Option Amount that becomes payable with respect to such Unvested Company Options (other than 102 Options and3(i) Options) to be paid by the Surviving Company or the Applicable Subsidiary through the applicable payroll system in accordance withapplicable payroll procedures. Bidco shall use commercially reasonable efforts to obtain the required valuations, if and to the extentrequired, to comply with the provisions of the Options Tax Ruling.

(e) Out-of-the-MoneyOptions. Any Company Option (whether a Vested Company Option or an Unvested Company Option) that has a per share exercise price thatis equal to or greater than the Per Share Merger Consideration shall be cancelled as of the Effective Time without any cash payment orother consideration being paid in respect thereof.

(f) NoFurther Rights in Company Equity Awards. Each holder of a Company RSU, Company Option, or other equity award will cease to haveany rights with respect thereto, except the right to receive the applicable consideration in respect thereof pursuant to this Section2.4.

(g) CompanyActions. Promptly after the Agreement Date, the Company and the Company Board will take all actions necessary or appropriate underthe Company Share Plans and the Law or as reasonably may be requested by Parent (including to amend the Company Share Plans, obtain anyconsents (other than consents from individual holders of Company RSUs or Company Options, as necessary) and pass any resolutions as andwhen necessary), in order to effectuate the treatment of the Company RSUs or Company Options as contemplated by this Section 2.4.

Section 2.5 Treatment of Company SeriesB Debentures.

Prior to the consummation ofthe transactions set forth in Section 1.1(a), the Company shall fully redeem the Company Series B Debentures in accordance withand subject to the terms of the Deed of Trust.

ArticleIII
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as disclosed in thereports, schedules, forms statements, registration statements, prospectuses and other documents filed or furnished by the Company withthe SEC publicly available after January 1, 2024 and prior to the Agreement Date so long as such documents are publicly available viathe Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or have been provided to Parent at least one (1) day prior to theAgreement Date and excluding any statements in any “Forward-Looking Statements” or “Risk Factors” sections orany other disclosures contained therein to the extent that such statements are cautionary, predictive or forward-looking in nature, but,for the purpose of clarification, including and giving effect to any factual or historical statements included in any such statement (the“Company SEC Documents”), it being understood that any matter disclosed in such filings shall not be deemed disclosedfor purposes of Section 3.1, Section 3.2(a), Section 3.3, Section 3.4, Section 3.5, Section 3.20,Section 3.21, or Section 3.22 or (ii) as set forth in the disclosure letter delivered by the Company to Parent at or beforethe execution and delivery by the Company of this Agreement (the “Company Disclosure Letter”), the Company representsand warrants to the Parent Parties as follows.

Section 3.1 Organization, Standing andPower.

The Company is a Cayman Islandsexempted company duly incorporated or registered, validly existing and in good standing under the Laws of the Cayman Islands. The Companyhas all requisite corporate or similar power and authority to conduct its businesses as presently conducted, except where the failureto have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have, individuallyor in the aggregate, a Company Material Adverse Effect. The Company is duly qualified or licensed to do business in each jurisdictionwhere the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictionswhere the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected tohave a Company Material Adverse Effect. The Company has Made Available accurate and complete copies of the memorandum and articles ofassociation of the Company in effect as of the Agreement Date (the “Company Articles of Association”), and the CompanyArticles of Association as so Made Available have not been further amended or otherwise modified and are in full force and effect.

Section 3.2 Company Subsidiaries.

(a) Exceptas set forth in Section 3.2(a) of the Company Disclosure Letter, all of the outstanding share capital or voting securities of,or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are legally andbeneficially owned by the Company, by a Company Subsidiary or by the Company and a Company Subsidiary, free and clear of all Liens, excludingPermitted Liens.

(b) Exceptfor the share capital and voting securities of, and other equity interests in, the Company Subsidiaries and the Minority Investments,neither the Company nor any Company Subsidiary owns, directly or indirectly, any share capital or voting securities of, or other equityinterests in, or any interest convertible into or exchangeable or exercisable for, any share capital or voting securities of, or otherequity interests in, any Person.

(c) Section3.2(c) of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiary and each Minority Investmentof the Company as of the Agreement Date, together with (i) the jurisdiction of organization, incorporation, registration or formationof each such Company Subsidiary or Minority Investment, and (ii) the percentage of the outstanding issued shares, issued share capitalor registered capital, as the case may be, of each such Company Subsidiary or Minority Investment owned or otherwise held by the Companyor a Company Subsidiary.

(d) Eachof the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it isorganized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of such CompanySubsidiary where the failure to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate,a Company Material Adverse Effect. Each Company Subsidiary has all requisite corporate or similar power and authority to conduct its businessesas presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and wouldnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Subsidiary is dulyqualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its propertiesmake such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually orin the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has Made Availableto Parent true, complete and correct copies of the charter and organizational documents of each Company Subsidiary, and such documentsas so Made Available have not been further amended or otherwise modified and are in full force and effect.

Section 3.3 Capital Structure.

(a) Theauthorized share capital of the Company is €700,000.00 divided into 70,000,000 common shares with a par value of one Eurocent (€0.01) each (the “Common Shares”). At the close of business on August 8, 2025 (the “Capitalization Time”),(i) 55,900,637 Common Shares were issued and outstanding; (ii) 2,328,296 Common Shares were held in the Company’s treasury; (iii)1,229,686 Common Shares were reserved and available for the grant of future awards pursuant to the Company Share Plans; (iv) Company Optionsto acquire 1,805,000 Common Shares having a weighted average exercise price of $24.69 per Common Share were outstanding; and (v) CompanyRSUs in respect of 39,143 Common Shares were outstanding. From the Capitalization Time to the Agreement Date, the Company has not issuedor granted any Common Shares, other than pursuant to the vesting, settlement, or exercise of Company Options or Company RSUs. Section3.3(a) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Time, each outstanding CompanyOptions and Company RSUs, and (A) the name and country of residence of the holder thereof, (B) the date of grant and, in the caseof Company Options, the expiration date, (C) the type of award and the number of Common Shares issuable thereunder or subject thereto,(D) the Company Share Plan pursuant to which such Company Option or Company RSU was granted, and (E) the vesting schedule (includingsingle- or double-trigger vesting provisions).

(b) Exceptas set forth in Section 3.2(a), ‎Section 3.2(c) and Section3.3(a) of the Company Disclosure Letter, as of the Capitalization Time there were no issued, reserved for issuance or outstanding:(i) shares, voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary, (ii) securitiesor Indebtedness issued by the Company or a Company Subsidiary that are convertible into or exchangeable for shares, voting securities,voting Indebtedness, or ownership interests in the Company or any Company Subsidiary, (iii) warrants, calls, subscriptions, conversionrights, calls, preemptive rights, commitments, options or other rights to acquire from the Company or a Company Subsidiary, or other obligationof the Company or a Company Subsidiary to issue, any shares, voting securities, voting Indebtedness, or securities convertible into orexchangeable for shares, pre-emption rights, rights of first refusal, voting securities or voting Indebtedness of the Company or a CompanySubsidiary, or (iv) restricted share units, restricted shares, profits interests, equity appreciation rights, stock options, share appreciationrights, performance units, contingent value rights, “phantom” shares or similar securities or rights that are derivative of,or provide economic benefits based, directly or indirectly, on the value or price of, any shares or voting securities of the Company orany Company Subsidiary. The Company has not issued and will not issue any of the securities described in clauses (i) through (iv) abovein violation of any purchase option, call option, right of first refusal, pre-emptive right or similar rights of any shareholder of theCompany or any other Person.

(c) Alloutstanding Common Shares are, and, at the time of issuance, all Common Shares that may be issued upon the vesting or settlement of CompanyOptions and Company RSUs will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violationof, Law or any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under anyprovision of the CICA, the Company Articles of Association or any Contract to which the Company is a party or otherwise bound.

(d) Section3.3(d) of the Company Disclosure Letter lists each (i) Company Option, Company RSU and 102 Share, (ii) the Company Share Plan underwhich such Company Option or Company RSU was issued, or the Prior Company Share Plan under which such 102 Shares were issued, (iii) thename of the holder of such Company Option, Company RSU or 102 Share, (iv) the number of Common Shares issuable thereunder, (v) the grantdate of such Company Option or Company RSU or 102 Share, (vi) the expiration date of such Company Option or Company RSU, (vii) the exerciseor similar purchase price of such Company Option, (viii) the vesting schedule (including any right to accelerated vesting in connectionwith the Transaction) and the number of Common Shares as to which such Company Option or Company RSU is vested and unvested, (ix) thecountry in which the holder thereof provides or provided services to the Company or any Company Subsidiary, (x) the employing or engagingentity of such holder, (xi) whether such Company Option, Company RSU or 102 Share was granted pursuant to Section 3(i) or Section 102(and the applicable sub-section of Section 102) or subject to any tax arrangement received from the ITA, and (xii) for 102 Options, 102RSUs and 102 Shares, the date of deposit of such 102 Options, 102 RSUs or 102 Shares with the 102 Trustee. With respect to each (x) CompanyOption, (y) Company RSU and (z) award pursuant to which a 102 Share was issued: each was granted under, and in compliance with the termsof, the applicable Company Share Plan or Prior Company Share Plan and in compliance with applicable Law. The treatment of the CompanyOptions and Company RSUs described in Section 2.4 is permitted by the terms of the Company Share Plans, the applicable award agreementsand all other agreements, if any, related to such Company Options and Company RSUs.

(e) Alldividends on Common Shares or other securities of the Company that have been declared or authorized have been paid in full.

Section 3.4 Authority; Execution and Delivery;Enforceability.

(a) TheCompany has all requisite corporate power and authority to execute and deliver this Agreement and the Plan of Merger, to perform its obligationshereunder and thereunder, and to consummate the Merger and the other Transactions, subject to the receipt of the Company Shareholder Approval.

(b) Asof the Agreement Date, the Special Committee comprises three (3) members of the Company Board, each of whom the Company Board determinedis disinterested in the Transactions and qualifies as an “independent director” (as such term is defined in Section 5605(a)(2)of the Nasdaq Rules). The Special Committee has been duly authorized and constituted and at a meeting duly called and held has (i) determinedthat the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Common Share (other than the ExcludedShares) under Cayman Islands laws, (ii) determined that the terms of this Agreement, the Plan of Merger, the Merger and the other Transactionsare in the best interests of the Company, (iii) resolved to submit the Special Committee Recommendation to the Company Board and (iv)subject to Section 5.5(d), determined to recommend that the Company’s shareholders vote in favor of the authorizationand approval (as applicable) of this Agreement, the Plan of Merger, the Merger and the other Transactions, at a duly held meeting of suchholders for such purpose (the “Company Shareholders Meeting”).

(c) TheCompany Board, acting upon the Special Committee Recommendation, at a meeting duly called and held, has (i) determined that the Per ShareMerger Consideration constitutes at least (and may exceed) fair value for each Common Share (other than the Excluded Shares) under CaymanIslands laws, (ii) determined that the terms of this Agreement, the Plan of Merger, the Merger and the other Transactions are in the bestinterests of the Company, (iii) approved and declared advisable the execution, delivery and performance of this Agreement, the Plan ofMerger, the Merger and the other Transactions, and (iv) subject to Section 5.5(d), determined to recommend that the Company’sshareholders vote in favor of the authorization and approval (as applicable) of this Agreement, the Plan of Merger, the Merger and theother Transactions, at the Company Shareholders Meeting.

(d) Exceptfor any Adverse Recommendation Change made after the Agreement Date and in accordance with Section 5.5(d), the resolutionsand determinations of the Special Committee and the Company Board referenced in Section 3.4(a), Section 3.4(b) and Section3.4(c) have not been amended or withdrawn.

(e) Exceptfor the Company Shareholder Approval, no other corporate proceedings on the part of the Company, the Company Subsidiaries or any of theirrespective shareholders are necessary to authorize and approve (as applicable) this Agreement and the Plan of Merger or to consummatethe Transactions (except for executing and delivering the Plan of Merger and other documents as may be required to be filed pursuant tosection 233 of the CICA and filing the same with the Registrar of Companies of the Cayman Islands and the filing of the Schedule 13E-3with the SEC).

(f) TheCompany has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Parent Parties,this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in eachcase, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affectingcreditors’ rights generally and by general principles of equity.

Section 3.5 No Conflicts; Consents.

(a) Theexecution and delivery by the Company of this Agreement and the Plan of Merger does not, and the performance by it of its obligationshereunder and thereunder and the consummation of the Merger and the other Transactions will not (i) contravene, conflict with, or resultin any violation or breach of any provision of the Company Articles of Association, assuming that the Company Shareholder Approval isobtained, or the charter or organizational documents of any Company Subsidiary, (ii) assuming compliance with the matters referred toin Section 3.5(b), contravene, conflict with or result in a violation or breach of any Law (including any rule of Nasdaq)or Judgment, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming thatthe Company Shareholder Approval is obtained), (iii) assuming compliance with the matters referred to in Section 3.5(b), requireany payment to or consent or other action by, or notice to, any Person under, constitute a breach or default (or constitute an event that,with or without notice or lapse of time or both, would constitute a breach or default) under, or cause or permit the termination, cancellation,acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of the Company Subsidiariesis entitled under any provision of any Material Contract or any material Permit of the Company or any of the Company Subsidiaries (includingby triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation set forth insuch Material Contract or material Permit), (iv) result in the creation or imposition of any Lien on any asset of the Company or any ofthe Company Subsidiaries, or (v) conflict with or violate any of the requirements of, or give a Governmental Entity the right to revoke,withdraw, suspend, cancel, terminate, modify or exercise any right or remedy, or require any refund or recapture with respect to, anyMaterial Grant or Permit, or any benefit provided or available under any Material Grant or Permit that is held by the Company or any CompanySubsidiary, with only such exceptions, in the case of each of clauses (ii) through (v), as would not reasonably be expected to have,individually or in the aggregate, a Company Material Adverse Effect.

(b) NoPermit of or from any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiaryin connection with the execution and delivery of this Agreement or the Plan of Merger, its performance of its obligations hereunder orthereunder, or the consummation of the Merger and the other Transactions, other than (i) (A) the filing by the Company with the SEC ofthe Schedule 13E-3, which will include the Proxy Statement (as defined below) as an exhibit, and (B) such other compliance by the Companywith the Exchange Act, the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement,the Plan of Merger, the Merger and the other Transactions; (ii) filing with the Registrar of Companies of the Cayman Islands thePlan of Merger and any other certificates, documents, declarations, undertakings and confirmations, and payment of such fees, as may berequired to be filed and paid pursuant to section 233 of the CICA to effect the Merger; (iii) compliance with the Nasdaq rules and regulations,(iv) the consents, approvals, authorizations or permits of, or filings with or notifications to, the Governmental Entities and other thirdparties set forth in ‎Section 3.5(b) of the Company Disclosure Letter (collectively,the “Requisite Regulatory Approvals”); and (v) such other matters that, individually or in the aggregate, havenot had and would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.6 Company SEC Documents; Controls.

(a) SinceJanuary 1, 2023, the Company has filed with or furnished to the SEC on a timely basis all Company SEC Documents. The Company has MadeAvailable to Parent true and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Documents containingunresolved comments and all written responses of the Company thereto and, except as set forth therein, to the Company’s Knowledge,no Company SEC Document is the subject of ongoing SEC review, comment or investigation and there are no outstanding or unresolved commentsreceived from the SEC with respect to any Company SEC Document.

(b) EachCompany SEC Document (i) at the time filed with or furnished to the SEC or, if amended or supplemented, as of the date of the most recentamendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirementsof the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of Nasdaq, theSarbanes-Oxley Act of 2002, the Exchange Act, and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgatedthereunder applicable to such Company SEC Document and (ii) did not at the time it was filed with or furnished to the SEC (or became effectivein the case of registration statements or if amended or superseded by a filing or amendment prior to the Agreement Date, then at the timeof such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated thereinor necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c) TheCompany maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) underthe Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financialstatements in conformity with the generally accepted accounting principles and practices in effect from time to time within the UnitedStates (“GAAP”) consistently applied, (ii) that transactions are executed only in accordance with the authorizationof management and/or the Company Board, as applicable, and (iii) regarding prevention or timely detection of the unauthorized acquisition,use or disposition of the Company’s and the Company Subsidiaries’ properties or assets thatwould or would be reasonably expected to have a material effect on the Company’s financial statements. The Company’smanagement has not identified or disclosed to the Company’s auditors or audit committee, and to the Company’s Knowledge theCompany’s independent financial auditor has not identified (i) any significant deficiencies or material weaknesses in the designor operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarizeor report financial information or (ii) any fraud, whether or not material, that involves management who has a significant role in internalcontrols.

(d) The“disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by theCompany are designed to provide reasonable assurance that all information required to be disclosed by the Company in the reports thatit files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rulesand forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company,as appropriate, to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302and 906 of the Sarbanes-Oxley Act of 2002, as amended.

(e) TheCompany is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements”(as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract isto avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents.

(f) Noneof the Company Subsidiaries is, or has ever been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Section 3.7 Financial Statements; No UndisclosedLiabilities.

(a) Eachof the consolidated financial statements (in each case, including the related notes) of the Company included in the Company SEC Documentscomplied, at the time it was filed, as to form in all material respects with applicable accounting requirements and the published rulesand regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except, in the case of unaudited statements) appliedon a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in all materialrespects, the consolidated financial position of the Company and consolidated Company Subsidiaries as of the dates thereof and the consolidatedresults of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to the absence of footnotedisclosure and to normal year-end audit adjustments, none of which would be material to the Company and the Company Subsidiaries, takenas a whole).

(b) Thereare no Liabilities of the Company or any of the Company Subsidiaries of a type required by GAAP to be recorded as a liability on a consolidatedbalance sheet of the Company or in the notes thereto or any other financial Indebtedness of the Company or any of the Company Subsidiaries,other than: (i) Liabilities disclosed and reserved for on the Company Balance Sheet, (ii) Liabilities incurred after the Company BalanceSheet Date in the ordinary course of business (excluding Liabilities arising out of any breach of or default under a Contract or violationof Law, misappropriation, infringement or Action), (iii) obligations expressly contemplated by, and fees and expenses payable to the Company’sexternal Representatives for services rendered in connection with, this Agreement and the Transactions, (iv) Liabilities for performancerequired under Contracts of the Company or a Company Subsidiary existing as of the Agreement Date or entered into after the AgreementDate as permitted under Section 5.1 (excluding Liabilities arising out of any breach or default under such Contracts), (v)Liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (vi)in respect of other financial Indebtedness, as disclosed in the Company Disclosure Letter.

(c) Exceptas required by changes under GAAP or applicable Law, there have been no material changes in accounting methods, policies or practicesof the Company or any of the Company Subsidiaries since January 1, 2023 (except, in each case, as described in the notes to the financialstatements).

Section 3.8 Information Supplied.

(a) Eachdocument required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’sshareholders in connection with the Transactions, including the Schedule 13E-3, which will include the Proxy Statement as an exhibit,to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto or document incorporated by referencetherein (collectively, the “Company Disclosure Documents”), when filed, distributed or disseminated, as applicable,will comply as to form in all material respects with the applicable requirements of the Exchange Act.

(b) EachCompany Disclosure Document, at the time of the filing of such Company Disclosure Document or at the time of the filing of any amendmentor supplement thereto and the time of such distribution or dissemination thereof, will not contain any untrue statement of a materialfact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light ofthe circumstances under which they were made, not misleading.

(c) Norepresentation is made by the Company or any of its Affiliates in this Section 3.8 or otherwise with respect to statementsmade or incorporated by reference therein based on information supplied by the Parent Parties, the Rollover Shareholder or any of theirrespective Affiliates specifically for inclusion or incorporation by reference therein.

Section 3.9 Absence of Certain Changesor Events.

(a) Fromthe Company Balance Sheet Date until the Agreement Date (i) except for discussions, negotiations and activities related to this Agreement,the business of the Company and the Company Subsidiaries has been conducted in all material respects in the ordinary course and (ii) therehas not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have,individually or in the aggregate, a Company Material Adverse Effect.

(b) Exceptas set forth in Section 3.9(b) of the Company Disclosure Letter, from the Company Balance Sheet Date until the Agreement Date,except for discussions, negotiations and activities related to this Agreement, there has not been any action taken by the Company or theCompany Subsidiaries that, if taken during the period from Agreement Date through the Effective Time without Parent’s consent, wouldconstitute a breach of Section 5.1(a), Section 5.1(b), Section 5.1(c) (but only with respect to the Company), Section5.1(e), Section 5.1(h), Section 5.1(m), Section 5.1(n), Section 5.1(p) and Section 5.1(t) (solelyas it relates to the foregoing).

Section 3.10 Compliance with Laws; Permits

(a) TheCompany and each of its Subsidiaries are, and since January 1, 2023, have been, in compliance with all Laws applicable to the Companyor any of its Subsidiaries, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, takenas a whole. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals, authorizations andregistrations from Governmental Entities (collectively, “Permits”) necessary for the lawful conduct of their respectivebusinesses, and all such Permits are in full force and effect and no suspension or cancellation of any material Permit is pending, orto the Company’s Knowledge, threatened, except where the failure to hold the same or the failure of the same to be in full forceand effect, or the suspension or cancellation of any of the Permits, would not reasonably be expected to have a Company Material AdverseEffect. The Company is not an “investment company” under the Investment Company Act of 1940.

(b) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is a partyto, and no share, security or material asset of the Company or any of its Subsidiaries is subject to, any Judgment with respect to anyactual or alleged violation of any applicable Law.

(c) TheCompany, each of its Subsidiaries, and, to the Knowledge of the Company, each of their respective directors, officers, employees and agentshas, since January 1, 2023, complied with all applicable Specified Business Conduct Laws, except as would not reasonably be expected tohave a Company Material Adverse Effect.

(d) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2023, neither the Company nor any of itsSubsidiaries, nor, to the Company’s Knowledge, any of their respective directors, officers, employees or agents has been, subjectto any actual, pending or threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation,formal investigations, proceedings, demand letters, settlements or enforcement actions, or made any disclosures to any Governmental Entity,involving the Company or any of its Subsidiaries, in any way relating to any applicable Specified Business Conduct Laws.

(e) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor, tothe Company’s Knowledge, any of their respective directors, officers, employees or agents is a Sanctioned Person.

(f) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2023, neither the Company nor any of itsSubsidiaries, nor, to the Company’s Knowledge, any of their respective directors, officers, employees or agents has engaged in anydealings, transactions, activity or conduct with, involving or for the benefit of, any Sanctioned Person.

Section 3.11 Litigation.

Except as set forth in Section3.11 of the Company Disclosure Letter, there is, and since January 1, 2023, there has been, no Action pending or, to the Company’sKnowledge, threatened against the Company or any Company Subsidiary or any of their respective properties or assets or any present orformer officer, director or employee of the Company or Company Subsidiary in their capacity as such that, individually or in the aggregate,(a) has had or would reasonably be expected to have a Company Material Adverse Effect, (b) seeks to enjoin, restrain or prevent the Mergeror the other Transactions, or (c) prevents, materially delays or materially impedes or, if decided adversely against such Person, wouldreasonably be expected to prevent, materially delay or materially impede, the performance by the Company of its obligations under thisAgreement or the consummation of the Transactions.

Section 3.12 Taxes.

Except as wouldnot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:

(a) Exceptas set forth in Section 3.12(a) of the Company Disclosure Letter, all Tax Returns required by Law to be filed with any GovernmentalEntity by the Company or any of the Company Subsidiaries have been timely filed (after giving effect to any valid extensions of time inwhich to make such filings), and all such Tax Returns are true, correct and complete in all respects, except with respect to matters contestedin good faith by appropriate proceedings and for which adequate reserves therefor in accordance with GAAP have been provided on the applicableFinancial Statements;

(b) Exceptas set forth in Section 3.12(b) of the Company Disclosure Letter, each of the Company and the Company Subsidiaries has paid allamounts of Taxes due and payable by the Company and each of the Company Subsidiaries, except with respect to matters contested in goodfaith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been provided on the applicable FinancialStatements;

(c) Exceptas set forth in Section 3.12(c) of the Company Disclosure Letter, there is no ongoing or pending Action, or any Action threatenedin writing, against the Company or the Company Subsidiaries in respect of any Taxes, and there are no Tax assessments or deficiencieswith respect to the Company or any of the Company Subsidiaries that have not been paid, settled or otherwise resolved in full; no claimin writing within the five (5) years prior to the Agreement Date has been made by any Governmental Entity in a jurisdiction where theCompany or a Company Subsidiary does not file a Tax Return that the Company or such Company Subsidiary is subject to Taxes in that jurisdictionthat would be covered by or the subject of such Tax Return; there is no (i) extension of any statute of limitations on the assessmentof any Taxes granted by the Company or the Company Subsidiaries currently in effect which will remain in effect after the Closing, or(ii) agreement with a Governmental Entity to any extension of time for filing any Tax Return of the Company or the Company Subsidiarieswhich has not been filed (other than automatic extensions obtained in connection with automatically granted extensions of time to fileTax Returns) which such extension would remain in effect after the Closing;

(d) neitherthe Company nor any of the Company Subsidiaries has been a distributing corporation or a controlled corporation within the meaning ofSection 355(a)(1)(A) of the Code in a transaction intended to be governed by Section 355(a)(1) of the Code within the two (2) yearsprior to the Agreement Date. Neither the Company nor any of the Company Subsidiaries is subject to any restrictions or limitations pursuantto Part E2 of the Ordinance or otherwise, or pursuant to any Tax ruling made with reference to the provisions of Part E2 of the Ordinanceor otherwise, and the Company and each Company Subsidiary is in compliance with the conditions, terms and requirements under any suchTax rulings obtained by the Company or any Company Subsidiary;

(e) theCompany and each of the Company Subsidiaries have complied in all respects with all applicable Laws, in force at the applicable time,relating to withholding of Taxes, including filing Tax Returns with respect thereto, and has timely paid over to the appropriate GovernmentalEntity, all Taxes that each was required to withhold from any payment (including any dividend or interest payment) to any employee, independentcontractor, creditor, shareholder, vendor or other Person, including, for avoidance of doubt, dividends distributed to the 102 Trusteefor further distribution to holders of 102 Options, as well as any dividend paid to (i) holders of 102 Shares and (ii) holders of CommonShares issued upon the exercise of 102 Options prior to January 1, 2025;

(f) thereare no Liens for Taxes on any of the assets of the Company or any of the Company Subsidiaries, other than Liens described in clause (b)of the definition of Permitted Liens;

(g) Exceptas set forth in Section 3.12(g) of the Company Disclosure Letter, the Company and its Israeli Subsidiary are duly registered forthe purposes of VAT in Israel. The Company and its Israeli Subsidiary have complied in all respects with all applicable Laws concerningVAT and with all applicable Laws concerning sales tax or indirect taxation, including with respect to the timely filing of accurate returnsand payments and the maintenance of records. The Company and its Israeli Subsidiary have not made any exempt transactions and there areno circumstances by reason of which there might not be a full entitlement to credit for all VAT chargeable on supplies and acquisitionsreceived and imports made (or agreed or deemed to be received or made) by it. The Company’s non-Israeli Subsidiaries are not requiredto effect Israeli VAT registration;

(h) withinthe three (3) years prior to the Agreement Date, neither the Company nor any of the Company Subsidiaries participates in, or has everparticipated in, engages or has ever engaged in, any Tax Reportable Item. A “Tax Reportable Item” means any item ortransaction listed in Section 131(g) of the Ordinance and the Income Tax Regulations (Reportable Tax Planning), 5767-2006 promulgatedthereunder (or any comparable provision of any applicable Law) or is subject to reporting obligations under Sections 131D and 131E ofthe Ordinance, Sections 67C and 67D of the Israeli Value Added Tax Law, 1975, as amended, Section 231(e) of the Customs Ordinance [NewVersion] 5717-1957 and Section 21(c) of Fuel Excise Law, 5718-1958 (or any comparable provision of any applicable Law);

(i) neitherthe Company nor any of the Company Subsidiaries is or has ever been, a real property corporation (Igud Mekarke’in) withinthe meaning of this term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963;

(j) eachCompany Share Plan that is intended to qualify as a capital gains route plan under Section 102 has received a favorable determinationor approval letter from the ITA or is otherwise deemed approved by passage of time without objection by the ITA. Except as set forth inSection 3.12(j) of the Company Disclosure Letter, all 102 Options, 102 RSUs and 102 Shares were and are currently in compliancein all respects with the applicable requirements of Section 102 (including the relevant sub-section of Section 102) andthe written requirements and guidance of the ITA, including the adoption of the applicable board and shareholder resolutions, the filingof the necessary documents with the ITA, the grant of 102 Options and 102 RSUs only following the lapse of the required 30-day periodfrom the filing of the applicable Company Share Plan (or, with respect to 102 Shares, Prior Company Share Plan) with the ITA, the receiptof the required written consents from holders of Company Options and Company RSUs, the appointment of an authorized trustee to hold the102 Options, 102 RSUs and 102 Shares, the receipt of all required tax rulings and the timely deposit of such securities or relateddocuments with such trustee, pursuant to the terms of Section 102, applicable tax rulings and approvals and the guidance of the ITA publishedby the ITA on July 24, 2012 and clarification dated November 6, 2012;

(k) neitherthe Company nor any of the Company Subsidiaries (i) is a party to or bound by any Tax sharing, Tax indemnity, or Tax allocation agreementor (ii) has any liability or potential liability to another party under any such agreement, in each case other than (x) agreements enteredinto in the ordinary course of business, the primary purpose of each of which is not related to Taxes, and (y) agreements the only partiesof which are the Company and/or one or more of the Company Subsidiaries;

(l) neitherthe Company nor any of the Company Subsidiaries has engaged in a “listed transaction” as set forth in United States TreasuryRegulation Section 1.6011-4(b)(2), or under a corresponding or similar provision of state, local, or non-U.S. Law;

(m) neitherthe Company or any of the Company Subsidiaries (i) has been a member of a consolidated, combined, unitary or aggregate group of whichthe Company (or any Company Subsidiary) was not the ultimate parent or (ii) has any unpaid liability for the Taxes of any Person (otherthan the Company or the Company Subsidiaries) under Section 1.1502-6 of the United States Treasury Regulations (or any corresponding orsimilar provision of state, local or non-U.S. Law) as a transferee or successor, or otherwise;

(n) neitherthe Company nor any of the Company Subsidiaries (i) is a party to or bound by any “closing agreement” described in Section7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Law) or other written agreement with a GovernmentalEntity regarding Taxes or Tax matters or (ii) has requested or received any Tax ruling from a Governmental Entity, in either case thatwould have continuing effect after the Closing Date;

(o) neitherthe Company nor any of the Company Subsidiaries will be required to include any item of income in, or exclude any item of deduction from,taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any: (i) change in method ofaccounting or use of an improper method of accounting for a taxable period ending on or prior to the Closing Date pursuant to Section481 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Law), in each case, prior to the Closing; (ii)installment sale or open transaction disposition made prior to the Closing; (iii) prepaid or deposit amount received, or deferred revenueaccrued, prior to the Closing outside the ordinary course of business; or (iv) intercompany transaction entered into prior to the Closingor any excess loss account described in United States Treasury Regulations under Section 1502 of the Code (or any corresponding or similarprovision of state, local, or non-U.S. Law) relating to transactions occurring prior to the Closing;

(p) neitherthe Company nor any of the Company Subsidiaries (i) has ever had a permanent establishment (within the meaning of an applicable Tax treaty)or otherwise has had an office or fixed place of business in a country outside of the jurisdiction of its incorporation or organizationor (ii) is, or has ever been, subject to income Tax in a country outside of its jurisdiction of incorporation or organization;

(q) theCompany and each Company Subsidiary has complied in all respects with all transfer pricing rules (including maintaining appropriate documentationfor all transfer pricing arrangements for purposes of Section 482 of the Code (or any similar provision of non-U.S. Law));

(r) theCompany and each of the Company Subsidiaries has properly collected and remitted sales, use, and similar Taxes with respect to sales orleases made or services provided to its customers, has properly received and retained any appropriate Tax exemption certificates or otherdocumentation for all such sales, leases or other services made without charging or remitting sales or similar Taxes that qualify as exemptfrom sales and similar Taxes, and has duly and timely filed sales, use, and similar Tax Returns in each jurisdiction where they have establishednexus for such taxable year;

(s) thecost of sale expenses and employees that are classified as research and development expenses and employees, as applicable, of the Companyand each of the Company Subsidiaries that is formed in or subject to Tax in Israel (or any jurisdiction within Israel), for the purposeof the Special Preferred Technological Enterprise are in compliance, in all respects, with the ITA’s tax circular 9/2017 sections4.1.2.1 and 4.1.2.2 conditions;

(t) theCompany is not, and has not been during the applicable period provided in Code Section 897(c), a “United States real property holdingcorporation” within the meaning of Section 897(c) of the Code;

(u) theCompany and each Company Subsidiary has maintained adequate supporting documentation for research and development credits claimed underSection 41 of the Code (Credit for Increasing Research Activities) and for the capitalization and amortization of research and developmentcosts in accordance with Section 174 of the Code (Research and Experimental Expenditures);

(v) theCompany and each of the Company Subsidiaries has complied in all respects with all applicable Laws relating to escheat or unclaimed property;and

(w) no“applicable specified affiliate” of the Company has (i) funded by any means (including through distributions, debt, or capitalcontributions), directly or indirectly, a “covered purchase” with a principal purpose of avoiding the excise tax under Section4501(d) of the Code or with a principal purpose to fund, directly or indirectly, a “covered purchase” or (ii) funding by anymeans, directly or indirectly, a “downstream relevant entity” within two years of covered purchase by or on behalf of the“downstream relevant entity” (in each case, as such terms are defined in Proposed Treasury Regulations Section 58.4501-7(e)).

(x) Eachof the Company Subsidiaries that is a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) have maintained adequate supportingdocumentation for research and development credits claimed under IRC § 41 (Credit for Increasing Research Activities) and for thecapitalization and amortization of research and development costs in accordance with IRC § 174 (Research and Experimental Expenditures),as amended by the Tax Cuts and Jobs Act.

Section 3.13 Employee Benefits.

(a) Section3.13(a) of the Company Disclosure Letter sets forth a true and complete list of all material Company Benefit Plans, which list mayreference the forms of Company Option and Company RSU award agreements; provided, that any Company Option or Company RSU awardagreements that materially deviate from such forms are listed individually therein. Other than their fixed compensation components, theCompany Employees are not entitled to any material payment or benefit that may be reclassified as part of their determining salary forany purpose, including for calculating any social contributions.

(b) TheCompany has Made Available a true and complete copy of each material Company Benefit Plan (including all amendments and attachments thereto)and the following items related to each such Company Benefit Plan (in each case, to the extent applicable): (i) each trust agreement andinsurance contract under each Company Benefit Plan; (ii) each summary plan description and summary of material modifications of such description;(iii) the most recently filed annual report; and (iv) all material correspondence to or from any Governmental Entity since January 1,2023.

(c) Noneof the Company nor any of its Affiliates (including ERISA Affiliates) maintains, sponsors, participates in, contributes to or is obligatedto contribute to, or has in the past three (3) years contributed to, participated in, maintained or sponsored, or been required to contributeto or participate in, or otherwise has any Liability with respect to, (i) any “defined benefit plan” (as defined in Section3(35) of ERISA, whether or not subject to ERISA, but excluding any such plan exclusively maintained by a Governmental Entity) or any plansubject to Title IV of ERISA; or (ii) any “multiemployer plan” (as defined in Section 3(37) ERISA, whether or not subjectto ERISA).

(d) Otherthan as required under Section 601 et seq. of ERISA or any equivalent state, local, or foreign Law, none of the Company norany of its Subsidiaries has any obligation to provide post-employment health or life insurance benefits, including under any Company BenefitPlan (other than for continuation coverage required to be provided pursuant to applicable Law).

(e) Exceptas has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i)all Company Benefit Plans have been established, funded, administered, operated, maintained and otherwise complied with applicable Lawand the terms thereof, (ii) all liabilities of the Company and its Subsidiaries with respect to any such Company Benefit Plans are fundedto the extent required by applicable Law or the plan terms or, if not yet due, have been accrued to the extent required by GAAP or otherapplicable accounting rules, and (iii) there is no pending or threatened Action, claim (other than routine claims for benefits), litigation,or governmental audit or investigation relating to Company Benefit Plans.

(f) Exceptas set forth in Section 3.13(f) of the Company Disclosure Letter, the severance entitlements of all Company Employees whose employmentis governed by Israeli law (“Israeli Employees”) are subject to the arrangement under Section 14 of the Israeli SeverancePay Law, 1963 (the “Section 14 Arrangement” and the “Severance Pay Law,” respectively) which wascorrectly implemented, in all material respects, with respect to the Israeli Employees’ full salary and as of the commencement oftheir employment.

(g) Exceptas set forth in Section 3.13(g) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor theconsummation of the Merger contemplated hereby will, either alone or in conjunction with any other event, (i) result in, or acceleratethe time of payment, funding or vesting of, any payment (including severance, change in control, stay or retention bonus or otherwise)or benefits becoming due to any current or former employee, officer, consultant, director or other individual service provider of theCompany or its Subsidiaries; (ii) increase any compensation or benefits otherwise payable to any such person set forth in the precedingclause (i); (iii) restrict the ability of the Company to merge, amend, or terminate any Company Benefit Plan; or (iv) result inan “excess parachute payment” (within the meaning of Section 280G of the Code).

(h) Exceptas would not have a Company Material Adverse Effect, each Company Benefit Plan that is, in whole or in part, a “nonqualified deferredcompensation plan” within the meaning of Section 409A of the Code has at all times been operated in operational and documentarycompliance with Section 409A of the Code and applicable guidance thereunder.

(i) Exceptas set forth in Section 3.13(i) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any obligationto “gross-up” or otherwise indemnify, reimburse or make whole any current or former employee, officer, consultant, directoror other individual service provider of the Company or any Subsidiary for any Tax incurred by such individual, including under Section 409Aor 4999 of the Code, except to the extent that the aggregate amount of all such obligations do not exceed $500,000.

(j) Neitherthe Company nor any of its Subsidiaries operating in the UK provides retirement benefit pension arrangement and except as would not havea Company Material Adverse Effect, each Subsidiary in the UK: (i) has complied with its auto-enrolment obligations under the UK PensionsAct 2008; (ii) to the Company’s Knowledge, has not at any time participated in or been associated or connected (as defined in section51(3) of the UK Pensions Act 2004) with an employer which participates in any UK defined benefit pension arrangement; and (iii) to theCompany’s Knowledge, does not employ any employee whose contract of employment transferred to such a Subsidiary from another employerunder the UK Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 in circumstances where such Subsidiary has inheritedan obligation to fund any enhanced early retirement or redundancy benefits which are derived solely from such former employer’sUK defined benefit pension arrangement.

Section 3.14 Labor Matters.

(a) Exceptas disclosed on Section 3.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party toor bound by any Labor Agreement and no employees of the Company or its Subsidiaries are represented by any labor union, works council,or other labor organization or have stability or job protection rights. There are, and since January 1, 2023 there have been, no unfairlabor practice charges, arbitrations, strikes, walkouts, lockouts or other work stoppages, picketing, handbilling or other material collectivelabor disputes pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, there is no pending organizingcampaign or activity and no labor union, works council or other labor organization have made a pending demand for recognition or certificationand there have been no such campaigns, activities or demands since January 1, 2023. With respect to the Transactions, the Company andits Subsidiaries have satisfied in all material respects any pre-signing or pre-Closing notice, consultation or other obligations owedto their employees or their employees’ representatives under applicable Law or Labor Agreement. The Company is not subject to, andnone of its employees benefit from any extension order (tzav harchava) (except for such extension orders that apply generally toemployees in the State of Israel).

(b) Exceptas would not have a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2023 have been,in compliance in all material respects with all applicable Laws relating to labor and employment, including Laws relating to discrimination,harassment, retaliation, whistleblowing, hours of work and the payment of wages, overtime wages, leave, immigration (including the completionof Forms I-9 for all U.S. employees and the proper confirmation of employee visas), the calculation and payment of holiday pay (in accordancewith the Working Time Directive 2003/88/EC of European Parliament and of the Council of 4 November 2003), plant closures and layoffs (includingWARN), workers’ compensation, unemployment insurance, and the proper classification and treatment of exempt and nonexempt employees,independent contractors, and other non-employee service providers for all applicable purposes.

(c) TheCompany and its Subsidiaries have reasonably investigated all material sexual harassment, or other material discrimination, retaliationor policy violation allegations with respect to officers, directors, partners and senior supervisory of the Company or its Subsidiariesof which the Company has Knowledge. With respect to each such allegation (except those the Company reasonably deemed to not have merit),the Company does not anticipate any material liability and has taken corrective action reasonably calculated to prevent further improperaction.

(d) Duringthe period of two (2) years preceding the Agreement Date, no employees of the Company have transferred to the Company pursuant to any“relevant transfer” (as defined in the UK Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended).

(e) Duringthe period of twelve (12) months preceding the Agreement Date, the Company has not commenced any collective redundancy process in theUnited Kingdom pursuant to the UK Trade Union and Labour Relations (Consolidation) Act 1992. The Company does not have any written enhancedredundancy, severance, or other similar agreements or schemes in place that apply to employees in the United Kingdom.

(f) Exceptas would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and allCompany Subsidiaries have complied with their obligations to ensure all employees have the appropriate immigration permission to workin the in the jurisdiction in which they are employed in the roles for which they are employed, and have maintained adequate documentsfor the purpose of establishing a defense against illegal working penalties where required by applicable Laws. Except as has not had,and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2023,the Company has not received any working penalties and the Company has no Knowledge of any circumstances reasonably likely to lead toany such penalties.

Section 3.15 Contracts.

(a) Section3.15(a) of the Company Disclosure Letter sets forth, as of the Agreement Date, an accurate and complete list of the followingContracts of the Company or any Company Subsidiary is party or bound and the Company has Made Available accurate and complete copies ofeach such Contract:

(i) any“material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act;

(ii) anyContract providing for (A) a license, covenant not to sue or other right granted by any third party under any material Intellectual Propertyto the Company or any of its Subsidiaries, (B) a license, covenant not to sue or other right granted by the Company or any of its Subsidiariesto any third party under any material Company-Owned Intellectual Property or (C) relating to the ownership or development of any materialinventions, but in each case excluding (1) non-exclusive licenses of Intellectual Property to and from customers of the Company or anyof its Subsidiaries in the ordinary course of business, (2) non-exclusive licenses for off-the-shelf or other non-customized Software,(3) licenses to open source Software, (4) Contracts under which a non-exclusive license to Intellectual Property is merely incidentalto the transaction contemplated in such Contract and does not materially affect the value of such transaction (including non-exclusivetrademark licenses granted for marketing or promotional purposes that are incidental to the transaction); (5) confidentiality andnon-disclosure agreements entered into in the ordinary course of business; (6) Contracts entered into with employees, contractorsor consultants pursuant to the Company’s or its Subsidiaries’ template invention assignment agreements, or (7) licenses grantedby the Company or any of its Subsidiaries to vendors solely for such vendors to provide services to the Company or any of its Subsidiaries;

(iii) allleases, subleases, sub-subleases, agreements and licenses to which the Company or any Company Subsidiary is a party with respect to realproperty (“Real Estate Leases”), in each case, that is material to the Company and its Subsidiaries, taken as a whole;

(iv) anyContract relating to the acquisition or disposition by the Company or any of the Company Subsidiaries of any material business or materialassets (whether by merger, sale of shares, sale of assets or otherwise) under which the Company or any Company Subsidiary has materialobligations remaining to be performed or material liabilities continuing after the Agreement Date, other than (A) the sale of productsor services in the ordinary course of business, or (B) purchases of supplies, inventory and equipment in the ordinary course of business;

(v) anyContract for a material joint venture, partnership, strategic alliance or similar agreement or arrangement (excluding any Contract forlicensing and collaboration) involving the sharing of revenues, profits or losses;

(vi) eachContract that involves performance of services, delivery of goods or the sale of products or developmental, consulting or other servicescommitments by the Company or any Company Subsidiary to a customer, that the Company or any Company Subsidiary recognized revenues of$6,000,000 or more in the Company’s fiscal year ended December 31, 2024 or is reasonably expected to result in such payments inthe Company’s current fiscal year;

(vii) eachContract that involves performance of services or delivery of goods, materials, supplies or equipment or developmental, consulting orother services commitments to the Company or any of its Subsidiaries, or the payment therefor by the Company or any Company Subsidiary,and that provided for payments by the Company of $2,500,000 or more in the Company’s fiscal year ended December 31, 2024;

(viii) eachContract under which the Company or any Company Subsidiary has, directly or indirectly, made any loan, capital contribution to, or otherinvestment in, any Person (except for the Company or any Company Subsidiary) that is outstanding or secured and in excess of $5,000,000,other than (A) extensions of credit in the ordinary course of business and (B) investments in marketable securities in the ordinary courseof business;

(ix) eachContract pursuant to which any amount of Indebtedness of the Company or any of the Company Subsidiaries in excess of $5,000,000 is outstandingor may be incurred by its terms, other than any Contract solely between or among the Company and its wholly owned Company Subsidiariesor between or among wholly owned Company Subsidiaries;

(x) anyContract granting a Lien (other than a Permitted Lien) over the material property or assets of the Company or any of the Company Subsidiaries,in each case, with a value in excess of $3,000,000 individually or $6,000,000 in the aggregate;

(xi) eachContract entered into since January 1, 2023 in connection with the settlement or other resolution of any Action under which the Companyor any Company Subsidiary has any material continuing obligations, liabilities or restrictions (other than customary release, non-disparagementand confidentiality obligations), or that involved payment (or an obligation to make a payment) by the Company or any Company Subsidiaryof more than $3,000,000;

(xii) eachContract or agreement with any Governmental Entity (A) which is a conciliation or similar agreement executed since January 1, 2023 or(B) under which the Company or any Company Subsidiary recognized revenues in excess of $3,000,000 in the Company’s fiscal year endedDecember 31, 2024 or is reasonably expected to result in such revenue recognition in the Company’s current fiscal year;

(xiii) anyshareholders’, investors rights’, registration rights or similar Contract that provides for voting obligations, registrationrights, sale restrictions or transfer restrictions with respect to any equity securities or voting interests in the Company or a CompanySubsidiary, providing any Person with any preemptive right, right of participation, information right or similar right with respect toany equity securities or voting interests in the Company or a Company Subsidiary, or providing the Company or a Company Subsidiary withany right of first refusal with respect to, or right to repurchase or redeem, any equity securities or voting interests in the Companyor a Company Subsidiary, other than, with respect to any right to repurchase or redeem equity securities in the Company, in connectionwith any Company Options or Company RSUs issued under the Company Share Plans or Prior Company Share Plans;

(xiv) anyContract (A) containing any provision or covenant that materially limits the freedom of the Company or any of the Company Subsidiariesto (1) sell any products or services of or to any other Person or in any geographic region, (2) engage in any line of business, or (3)compete with or to obtain products or services from any Person, other than Contracts containing customary provisions restricting solicitationor hiring of employees or contractors and agreements with recruiting agencies pursuant to which such agencies are granted the exclusiveright to identify candidates for employment, (B) requiring the Company or a Company Subsidiary to deal exclusively with, or to purchaseits total requirements of any product or service from, a third party or that contain “take or pay” provisions or that providerights of first refusal, first offer or similar preferential rights in favor of a third party that is material to the Company and theCompany Subsidiaries, taken as a whole, (C) containing a “most-favored-nation,” or best pricing or other similar term or provisionthat materially restricts the Company’s and its Subsidiaries’ business or (D) requiring the Company or any Company Subsidiaryto purchase a minimum amount of products or services from any Person in an amount of at least $1,000,000 annually;

(xv) eachLabor Agreement;

(xvi) eachContract between the Company or any of the Company Subsidiaries, on the one hand, and, on the other hand, any (A) present executive officeror director of either the Company or any of the Company Subsidiaries, or, to the Company’s Knowledge, any of their immediate familymembers or any entity in which such executive officer or director or his or her immediate family member has a material economic interest(other than customary indemnification agreements with the Company’s directors and officers) or (B) record or beneficial owner ofmore than 5% of the Common Shares outstanding as of the Agreement Date; provided that the following Contracts will not berequired to be listed on Section 3.15(a) of the Company Disclosure Letter, will not be required to be made available to Parentpursuant to this Section 3.15(a) and will not be deemed a “Material Contract” for any purposes hereunder: (1)any Company Benefit Plan, (2) any Contract solely between or among the Company and one of more of its wholly owned Company Subsidiariesor between or among wholly owned Company Subsidiaries, (3) any Contract between the Company or any Company Subsidiary, on the one hand,and any Parent Party or any of its Affiliates, on the other hand or (4) any Contract between the Company or any Company Subsidiary, onthe one hand, and any present executive officer or director of either the Company any of the Company Subsidiaries, that is entered intoin their capacity as such, solely for the purpose of complying with applicable Law (any such Contract in clauses (1), (2) (3) or(4), an “Excluded Contract”); and

(xvii) anyContract that commits the Company or any Company Subsidiary to enter into any Contracts of the types described in the foregoing clauses(i) through (xvii). Each Contract described in this Section 3.15(a) is referred to herein as a “Material Contract.”

(b) Exceptfor matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material AdverseEffect, each Material Contract is (i) a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries,as the case may be, and, to the Company’s Knowledge, of the other parties thereto, except, in each case, as enforcement may be limitedby bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generallyand by general principles of equity, and (ii) in full force and effect, except, in the case of clauses (i) or (ii), with respectto any Material Contract which expires by its terms (as in effect as of the Agreement Date) or which is terminated in accordance withthe terms thereof by any party thereto in the ordinary course of business. None of the Company or any Company Subsidiary is in materialbreach of or in material default under any such Material Contract and no event has occurred that withnotice or lapse of time or both gives any third party to a Material Contract the right to accelerate the maturity or performanceof any Material Contract or the right to cancel, terminate or materially modify any Material Contract. To the Company’s Knowledge,no other party to any such Material Contract is (with notice or lapse of time, or both) in breach thereof or default thereunder (and neitherthe Company nor any Company Subsidiary has waived or failed to enforce any material rights or material benefits under any Material Contract).Except as set forth in Section 3.15(b) of the Company Disclosure Letter, since January 1, 2023, neither the Company nor any CompanySubsidiary has received written or, to the Knowledge of the Company oral notice that any counterparty to a Material Contract intends tocancel, terminate, materially modify or not renew any Material Contract, and to the Company’s Knowledge, no such action is pendingor has been threatened during such time period.

Section 3.16 Properties.

(a) TheCompany and the Company Subsidiaries have good title to, or valid leasehold interests in, all tangible personal property and assets reflectedon the Company Balance Sheet, or acquired or leased after the Company Balance Sheet Date, except as have been disposed of since the CompanyBalance Sheet Date in the ordinary course of business. Except as would not reasonably be expected to have, individually or in the aggregate,a Company Material Adverse Effect, no such personal property or assets are subject to any Lien, except Permitted Liens.

(b) Noneof the Company or any Company Subsidiary owns any real property nor is party to any Contract or option to purchase any real property orinterest therein.

(c) ‎Section 3.16(c) of the Company Disclosure Letter contains a complete and correct list, as of the Agreement Date, of the agreementsof all material Leased Real Property. The Real Estate Leases are in full force and effect, and the Company or a Company Subsidiary, asapplicable, has a valid leasehold interest in, all Leased Real Property, free and clear of all Liens, except for Permitted Liens. TheCompany and Company Subsidiaries have not received any written notice from any lessor of such material Leased Real Property of, nor doesthe Company or any Company Subsidiary have Knowledge of the existence of, any default, event, or circumstance that, with notice or lapseof time, or both, would constitute a material default by the party that is the lessee or lessor of such Leased Real Property. The LeasedReal Property is being maintained by the Company and the Company Subsidiaries, as applicable, in accordance with the applicable Real EstateLease in all material respects. Except under the terms of the applicable Real Estate Lease, the Company or a Company Subsidiary, as applicable,has not subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. All of the LeasedReal Property constitutes all of the real property used in connection with the business.

(d) Exceptas set forth in Section 3.16(d) of the Company Disclosure Letter, the Leased Real Property is occupied by the Company or a CompanySubsidiary only.

(e) Nonotice to terminate has been served by any party to any of the Real Estate Leases, and the Company has no Knowledge of any circumstanceswhich would entitle any party to terminate any of the Real Estate Leases.

Section 3.17 Intellectual Property.

(a) Section3.17(a)(i) of the Company Disclosure Letter contains a list of all patents, patent applications, trademarks, trademark applications,copyrights and active internet domain names owned by or registered in the name of the Company or any of its Subsidiaries (collectively,the “Registered Intellectual Property”). Except as would not reasonably be expected to be material to the Company andthe Company Subsidiaries, taken as a whole, the Registered Intellectual Property is subsisting, valid, and enforceable. Except as wouldnot reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company or a Company Subsidiary(i) is the sole and exclusive owner of all right, title and interest in and to all material Company-Owned Intellectual Property and (ii)has a right or license to use all other Intellectual Property used in or necessary for the operation of their business, in each case,free and clear of all Liens (except for Permitted Liens). Except as set forth on Section 3.17(a)(ii) of the Company DisclosureLetter and except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, (x)all current and former employees, contractors, independent consultants and other Persons who created or invented material IntellectualProperty for the Company or any Company Subsidiary have assigned to the Company or the applicable Company Subsidiary their rights in andto the same that do not vest initially in the Company or Company Subsidiary by operation of Law, and (y) all Israeli employees who createdor invented material inventions comprising Company-Owned Intellectual Property have waived their right to receive additional remunerationfor such material inventions comprising Company-Owned Intellectual Property. There is no pending, and since January 1, 2023 has not beenany, Action initiated by current or former employee or other Person claiming any right, title, or interest in or to any material Company-OwnedIntellectual Property.

(b) Exceptas would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2023,there have not been any, and currently, there are no Actions (including any opposition, cancellation, revocation, review, or other proceeding(but excluding ex-parte proceedings in the ordinary course of Intellectual Property prosecution)) or claims pending or, to the Company’sKnowledge, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by the Company or any of itsSubsidiaries of any Company-Owned Intellectual Property or (ii) alleging that the Company or any of its Subsidiaries is infringing,misappropriating or otherwise violating the Intellectual Property of any Person.

(c) Exceptas would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, (i) to the Company’sKnowledge, no Person is infringing, misappropriating or otherwise violating and since January 1, 2023, has infringed, misappropriatedor otherwise violated any Company-Owned Intellectual Property and (ii) to the Company’s Knowledge, the operation of the businessof the Company and its Subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate, and since January 1,2023, has not infringed, misappropriated or otherwise violated, the Intellectual Property of any other Person. The Company and its Subsidiarieshave taken commercially reasonable steps to preserve the confidentiality of material Trade Secrets included in the Company-Owned IntellectualProperty.

(d) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance withthe terms and conditions of all licenses for open-source Software. Neither the Company nor its Subsidiaries use, distribute or modifyany open-source Software or have incorporated any open-source Software into any Software included in the Company-Owned Intellectual Property,in each case, in a manner that would obligate the Company or its Subsidiaries to (i) disclose any Company-Owned Intellectual Propertyin source-code form, (ii) license or otherwise make available any Company-Owned Intellectual Property on a royalty-free basis or otherwiselimit the Company’s or its Subsidiaries’ freedom to seek full compensation in connection with their marketing, licensing,sale or distribution of Company-Owned Intellectual Property, or (iii) grant any rights in any Company-Owned Intellectual Property to anyPerson. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, no sourcecode included in Company-Owned Intellectual Property and to which any Person has been granted any escrow or similar current or contingentlicense or other right respect to, has been disclosed, licensed, distributed, or released from escrow or made available to or for anyPerson. Except as identified in ‎ Section 3.17(d) of the Company Disclosure Letter,no Person has been granted any escrow or similar current or contingent license or other right with respect to, any source code includedin any material Company-Owned Intellectual Property, and no such source code has been disclosed, licensed, distributed, or released fromescrow or made available to or for any Person (other than employees, contractors and service providers of the Company or any of its Subsidiaries).

(e) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, the Software included in the Company-Owned IntellectualProperty and the IT Assets, to the Company’s Knowledge, do not include any malicious code, program, or other internal component(e.g., computer virus, computer worm, computer time bomb, or similar component) that is intended to damage, destroy, impede the operationof or allow unauthorized access to any such Software or present a material risk of disclosure of confidential information.

(f) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, (i) the IT Assets operate and perform in all material respectsas is necessary for the businesses of the Company and its Subsidiaries as currently conducted, (ii) since January 1, 2023, there has beenno failure, breakdown, or other material substandard performance of the IT Assets which has caused any material disruption or interruptionin or to the use of the IT Assets or to the business of the Company or its Subsidiaries and (iii) the Company and its Subsidiaries takereasonable steps to implement, monitor and maintain administrative, technical and physical safeguards designed to protect the operation,integrity and security of the IT Assets.

Section 3.18 Governmental Grants

(a) Exceptas set forth in Section 3.18(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has entered into,applied for, requested, accepted, been notified that it has been approved for, elected to participate in or received or become subjectto or bound by any requirement or obligation relating to, (i) any Governmental Grant from the IIA, (ii) any other Governmental Grant inan amount greater than $1,000,000 or (iii) any Governmental Grant which materially affects the freedom of the Company or any of its Subsidiariesto transfer, share or use any Company-Owned Intellectual Property or to otherwise operate their respective businesses (in each case ofthe foregoing clauses (i) through (iii), a “Material Grant”), or amended or terminated, or waived any right or remedyrelated to, any such Material Grant.

(b) TheCompany has Made Available accurate and complete copies in its possession, or which it can reasonably obtain, of (i) all applicationsand material correspondence submitted by or on behalf of the Company or any of its Subsidiaries to the applicable Governmental Entityin connection with a Material Grant or application therefor, or accepted or received by the Company or any of its Subsidiaries, (ii) allcertificates of approval and letters of approval (and supplements thereto) granted to the Company or any of its Subsidiaries by any GovernmentalEntity in connection with a Material Grant or application therefor or accepted or received by the Company or any of its Subsidiaries,and any undertakings binding upon the Company or any of its Subsidiaries in connection with any such Material Grant, and (iii) any othermaterial documents or information regarding any Material Grant including complete information regarding the amount of any Material Grantand any accrued interest or other financial liabilities connected thereto. Except for undertakings set forth in letters of approvals andother undertakings or limitations provided under any applicable Law, there are no material undertakings which the Company or any of itsSubsidiaries has given in connection with any Material Grant accepted or received by the Company or any of its Subsidiaries.

(c) SinceJanuary 1, 2023, and since January 1, 2018 with respect to Material Grants, the Company and each of its Subsidiaries has been and is incompliance, in all material respects, with all the terms, conditions and requirements of all Governmental Grants (including any reportingrequirements) and any applicable Law in connection thereto, and has duly fulfilled in all material respects all conditions, undertakingsand other obligations relating thereto. In any application in respect of any Governmental Grant submitted by or on behalf of the Companyor any of its Subsidiaries, the Company and each of its Subsidiaries has disclosed all material information required by such an application.

(d) Exceptas would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2023,and since January 1, 2018 with respect to Material Grants, no event has occurred, and no circumstance or condition resulting from an actionor omission to act of the Company or any of its Subsidiaries exists, that would reasonably be expected to give rise to (i) the annulment,revocation, withdrawal, suspension, cancellation, recapture or modification of any Governmental Grant or any benefit available in connectionwith any Governmental Grant, (ii) the imposition of any limitation on any Governmental Grant or any benefit available in connection withany Governmental Grant, or (iii) a requirement that the Company or any of its Subsidiaries return or refund any benefits provided underany Governmental Grant, an acceleration or increase of royalty payments obligation, requirement for past royalties, or obligation to payadditional payments with respect to any Governmental Grant other than prospective ongoing royalty payments in connection with the GovernmentalGrants.

(e) SinceJanuary 1, 2023, no claim or challenge has been made against the Company or any of its Subsidiaries by any Governmental Entity with respectto the Company’s or any of its Subsidiaries’ entitlement to any Material Grant or the compliance of the Company or any ofits Subsidiaries with the terms, conditions, obligations or Laws relating to the Material Grants.

(f) Theconsummation of the Merger and the other Transactions (i) will not adversely affect the ability of the Company or any of its Subsidiariesto obtain the benefit of any Material Grant for the remaining duration thereof or require any recapture of any previously claimed incentive,and (ii) will not result in (A) the failure of the Company or any of its Subsidiaries to materially comply with any of the terms, conditions,requirements and criteria of any Material Grant or any applicable Law, or (B) any claim by any Governmental Entity that the Company orany of its Subsidiaries is required to return or refund, or that any Governmental Entity is entitled to recapture, any benefit providedunder any Material Grant, or that the Company or any of its Subsidiaries is required to pay any amount to any Governmental Entity withrespect to any Material Grant due to the consummation of the Merger and the other Transactions.

(g) Noconsent of or notification to any Governmental Entity is required to be obtained prior to the consummation of the Closing in order tocomply with the terms of any Governmental Grant or any Law or guideline applicable thereto.

(h) Section3.18(h) of the Company Disclosure Letter sets forth (i) the amount of each Material Grant, both amounts already received and amountsthat the Company and its Subsidiaries are entitled to receive; (ii) any interest accrued in respect of any Material Grant as of June 4,2025; (iii) the outstanding obligations of the Company and its Subsidiaries under each Material Grant with respect to royalties or otherpayments as of the Company Balance Sheet Date; (iv) the type of revenues from which royalty or other payments are required to be madeunder such Material Grant; (v) the total amount of any payments made by the Company and its Subsidiaries prior to the Agreement Date withrespect to such Material Grant; and (vi) the Company-Owned Intellectual Property which is subject to the Law for Encouragement of Research,Development and Technological Innovation in the Industry, 5744–1984 or to the IIA regulations.

Section 3.19 Data Privacy.

(a) Exceptas would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries, since January 1,2023 have been and are currently in compliance with all applicable Privacy Laws and the Company’s and its Subsidiaries’ externalprivacy policies, and (ii) since January 1, 2023, neither the Company nor any Company Subsidiary has received any written complaint, demandletter, or notice of claim from any Person relating to violation of any applicable Privacy Law or a Security Incident, and to the Company’sKnowledge, no claims or investigations involving a violation of any applicable Privacy Law or relating to a Security Incident are currentlypending against the Company or its Subsidiaries.

(b) SinceJanuary 1, 2023, the Company and its Subsidiaries have had in place appropriate administrative, technical and physical safeguards designedto protect Personal Information in their custody or control. Except as has not had and would not, individually or in the aggregate, reasonablybe expected to have a Company Material Adverse Effect, to the Company’s Knowledge, since January 1, 2023, none of the followingevents, including where notification would be required to be given to individuals or any Governmental Entity under applicable PrivacyLaws has occurred: (i) unlawful access to, or acquisition of, Personal Information, confidential information or Trade Secrets; (ii) anetwork intrusion, ransomware, denial of service (DoS), unauthorized access to IT Assets, or other cyberattack that results in a materialmonetary loss to, or material business disruption affecting the Company or its Subsidiaries, or (iii) a “data breach” as definedunder applicable Privacy Law (collectively, a “Security Incident”).

Section 3.20 Anti-Takeover Provisions.

(a) Assumingthe accuracy of the representation contained in Section 4.9, the Special Committee and the Company Board have taken all necessaryaction so that any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeoverstatute or similar statute or regulation other than the CICA, does not and will not apply to the Company with respect to this Agreement,the Rollover Agreement, the Support Agreement, the Plan of Merger, or the Merger.

(b) TheCompany is not party to a shareholder rights plan, “poison pill” or similar anti-takeover arrangement, or plan.

Section 3.21 Opinion of Financial Advisor.

The Special Committee has receivedthe opinion of Houlihan Lokey Capital, Inc. (the “Financial Advisor”) (which, if initially rendered orally, has beenor will be confirmed by a written opinion dated the same date) to the effect that, as of the date of such opinion, and based upon andsubject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken in preparingsuch opinion as set forth therein, the Per Share Merger Consideration to be received by the holders of Common Shares (other than the holdersof Excluded Shares, Dissenting Shares and Rollover Shares) in the Merger pursuant to this Agreement is fair to such holders from a financialpoint of view, and as of the Agreement Date, such opinion has not been withdrawn or modified. The Company will make available to Parenta signed copy of such opinion for informational purposes promptly following the Agreement Date.

Section 3.22 No Brokers.

Except (i) for the FinancialAdvisor and (ii) as set forth in Section 3.22 of the Company Disclosure Letter, no broker, finder, investment banker, financialadvisor or other Person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission, orthe reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalfof the Company or any Company Subsidiary. The Company has Made Available to Parent a redacted copy of all Contracts between the Companyor any Company Subsidiary, on the one hand, and the Financial Advisor, on the other hand, that include any such arrangements in connectionwith the Transaction. The Company has Made Available to Parent a true, complete and correct description of any (a) fees, commissions orexpenses and (b) other obligations, in each case, contractually owed or expected to be owed to the Financial Advisor in connection withor following consummation of the Merger that were redacted or not included in the Contract with the Financial Advisor Made Available toParent.

Section 3.23 Insurance.

Except as has not had and wouldnot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiariesmaintain insurance coverage with financially sound and reputable third-party insurers in such amounts and covering such risks as are inaccordance with industry practice for companies of similar size, stage of development and place of operation, and as is sufficient tocomply with applicable Law and Material Contracts of the Company and the Company Subsidiaries. All such insurance policies are in fullforce and effect, no notice of cancellation or modification has been received (other than a notice in connection with ordinary renewals),and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by anyinsured thereunder, except as would not reasonably be expected to have a Company Material Adverse Effect. As of the Agreement Date, thereis no claim pending under any of the Company’s or any Company Subsidiary’s insurance policies as to which coverage has beendenied or disputed by the underwriters of such policies, except as would not reasonably be expected to have, individually or in the aggregate,a Company Material Adverse Effect.

Section 3.24 Customers and Suppliers.

Section 3.24 of the CompanyDisclosure Letter sets forth (a) a true and correct list of the top ten (10) customers of the Company and its Subsidiaries for each of(i) Coresuite Life, (ii) IDITSuite and (iii) the remaining products and services, taken as a whole, based on total revenue received bythe Company or any Subsidiary during the last twelve (12) months ended December 31, 2024 (each, a “Material Customer”),and (b) a true and correct list of the top ten (10) suppliers of the Company and its Subsidiaries based on total payments during the lasttwelve (12) months ended December 31, 2024 (each, a “Material Supplier”). As of the Agreement Date, neither the Companynor any of its Subsidiaries has received any written notice from any Material Customer or Material Supplier of its intention to terminateor not renew its business relationship with the Company or any of its Subsidiaries, to decrease materially purchasing or providing (asapplicable) services or products, or to otherwise adversely modify or materially change the terms of its existing contracts or businessrelationship with the Company or any of its Subsidiaries, either as a result of the transactions contemplated hereby or otherwise.

Section 3.25 No Other Representationsor Warranties.

Except for the representationsand warranties contained in Article IV or in the certificate delivered by Parent to the Company pursuant to Section7.2(c) (and notwithstanding the delivery or disclosure to the Company or its Representatives of any documentation, projections, estimates,budgets, forecasts, plans or other information), and the representations and warranties contained in Section 3.2 of the Support Agreement,in Section 5 of the Equity Commitment Letter and in Section 4 of the Limited Guarantee, the Company acknowledges that (x) none of theParent Parties or any other Person acting on behalf of the Parent Parties makes, or has made, any representation or warranty, expressor implied, relating to itself or its business or otherwise in connection with this Agreement or the Transactions, and the Company isnot relying on any representation, warranty or other information of any Person except for those representations or warranties expresslyset forth in this Agreement or in the certificate delivered by Parent to the Company pursuant to Section 7.2(c), and (y) noPerson has been authorized by the Parent Parties or any other Person on behalf of the Parent Parties to make any representation or warranty,express or implied, relating to itself or its business or otherwise in connection with this Agreement and the Merger, and if made, suchrepresentation or warranty will not be relied upon by the Company as having been authorized by such entity.

ArticleIV
REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES

Except as set forth in thedisclosure letter delivered by Parent to the Company at or before the execution and delivery by the Parent Parties of this Agreement (the“Parent Disclosure Letter”), the Parent Parties, jointly and severally, represent and warrant to the Company as follows:

Section 4.1 Organization, Standing andPower.

Each of the Parent Parties isduly organized, incorporated or registered, validly existing and in good standing under the Laws of the jurisdiction in which it is organized,incorporated or registered (in the case of good standing, to the extent such jurisdiction recognizes such concept) and has all corporatepower and authority required to execute and deliver this Agreement and to consummate the Transactions and to perform each of its obligationshereunder. Each of the Parent Parties is duly qualified or licensed to do business in each jurisdiction where the nature of its businessor the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure tobe so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent MaterialAdverse Effect.

Section 4.2 Authority; Execution and Delivery;Enforceability.

Each of the Parent Parties hasall requisite corporate power and authority to execute and deliver this Agreement and the Plan of Merger, to perform its obligations hereunderand thereunder, and to consummate the Merger and the other Transactions. The Bidco Board has duly adopted resolutions (a) approving theexecution, delivery and performance of this Agreement by Bidco; and (b) determining that entering into this Agreement is in the best interestsof Bidco. As of the Agreement Date, such resolutions have not been amended or withdrawn. The Parent Board has duly adopted resolutions(a) approving the execution, delivery and performance of this Agreement and the Plan of Merger by Parent; and (b) determining that enteringinto this Agreement and the Plan of Merger is in the best interests of Parent. As of the Agreement Date, such resolutions have not beenamended or withdrawn. The Merger Sub Board has adopted resolutions (a) approving the execution, delivery and performance of this Agreementand the Plan of Merger by Merger Sub; (b) determining that the terms of this Agreement and the Plan of Merger are in the best interestsof Merger Sub; (c) declaring this Agreement and the Plan of Merger advisable; and (d) recommending that Parent, as sole shareholder ofMerger Sub, authorize and approve (as applicable) this Agreement and the Plan of Merger and directing that this Agreement and the Planof Merger be submitted to Parent, as sole shareholder of Merger Sub, for authorization and approval (as applicable). Parent, as sole shareholderof Merger Sub, has committed to authorize and approve (as applicable) this Agreement and the Plan of Merger immediately after the Parties’execution and delivery hereof. Except for corporate approvals already obtained and Parent’s approval as sole shareholder of MergerSub, no other corporate proceedings (including any shareholder approval) on the part of any Parent Party are necessary to authorize orapprove (as applicable) this Agreement or the Plan of Merger or to consummate the Transactions (except for executing and delivering thePlan of Merger and other documents as may be required to be filed pursuant to section 233 of the CICA and filing the same with the Registrarof Companies of the Cayman Islands and the filing of the Schedule 13E-3 with the SEC). Each of the Parent Parties has duly executed anddelivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal,valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limitedby bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generallyand by general principles of equity.

Section 4.3 No Conflicts; Consents.

(a) Theexecution and delivery by each of the Parent Parties of this Agreement and the Plan of Merger do not, and the performance by it of itsobligations hereunder and thereunder and the consummation of the Merger and the other Transactions will not (i) contravene, conflict with,or result in any violation or breach of any provision of the memorandum and articles of association of such Parent Party; (ii) assumingcompliance with the matters referred to in Section 4.3(b), contravene, conflict with or result in a violation or breach ofany Law or Judgment, in each case, applicable to such Parent Party or its respective properties or assets; (iii) assuming compliance withthe matters referred to in Section 4.3(b), require any payment to or consent or other action by, or notice to, any Personunder, constitute a breach or default (or constitute an event that, with or without notice or lapse of time or both, would constitutea breach or default) of or under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligationor the loss of any benefit to which such Parent Party is entitled under any provision of any Contract or any Permit of such Parent Party;or (iv) result in the creation or imposition of any Lien on any asset of such Parent Party, with only such exceptions, in the caseof each of clauses (ii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent MaterialAdverse Effect.

(b) NoPermit of or from any Governmental Entity is required to be obtained or made by or with respect to the Parent Parties in connection withthe execution and delivery of this Agreement or the Plan of Merger, its performance of its obligations hereunder or thereunder, or theconsummation of the Merger and the other Transactions, other than (i) (A) the filing by the Parent Parties of the Schedule 13E-3 withthe SEC and (B) such other compliance by the Parent Parties with the Exchange Act, the Securities Act, and the rules and regulations thereunder,as may be required in connection with this Agreement, the Plan of Merger, the Merger and the other Transactions; (ii) executing and deliveringthe Plan of Merger and filing the same with the Registrar of Companies of the Cayman Islands together with any other certificates, documents,declarations, undertakings and confirmations, and payment of such fees, as may be required to be filed and paid pursuant to section 233of the CICA to effect the Merger; (iii) compliance with the Nasdaq rules and regulations, (iv) the Requisite Regulatory Approvals; and(v) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent MaterialAdverse Effect.

Section 4.4 Information Supplied.

None of the information suppliedor to be supplied to the Company by the Parent Parties or any of their respective Affiliates in writing specifically for inclusion orincorporation by reference in the Proxy Statement will, at the date it is first mailed to the Company’s shareholders or at the timeof the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to bestated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.None of the information supplied or to be supplied to the Company by the Parent Parties or any of their respective Affiliates in writingspecifically for inclusion or incorporation by reference in the Schedule 13E-3 with the SEC (or any amendment thereof), including theProxy Statement (or any amendment thereto or document incorporated by reference therein) will, at the date it is first filed with theSEC or at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representationis made by the Parent Parties with respect to statements made or incorporated by reference herein based on information supplied by theCompany or its Affiliates specifically for inclusion or incorporation by reference herein.

Section 4.5 Compliance with Laws.

Except as would not be reasonablyexpected to have, individually or in the aggregate, a Parent Material Adverse Effect, since the respective dates of formation of eachof the Parent Parties, the business of the Parent Parties, respectively, has been conducted in accordance with Law.

Section 4.6 Litigation.

As of the Agreement Date, thereis no Action pending or, to Parent’s knowledge, threatened in writing against the Parent Parties or any of their respective propertiesor assets that, individually or in the aggregate, (a) has had or would reasonably be expected to have a Parent Material Adverse Effect,(b) seeks to enjoin, restrain or prevent the Merger or the other Transactions, or (c) if decided adversely against such Person, wouldreasonably be expected to prevent, materially delay or materially impede, the performance by any Parent Party of its obligations underthis Agreement or the consummation of the Transactions.

Section 4.7 Brokers’ Fees and Expenses.

No broker, finder, investmentbanker, financial advisor or other Person is entitled to any brokerage, finder’s, financial advisor’s or other similar feeor commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements madeby or on behalf of the Parent Parties.

Section 4.8 Merger Sub.

Parent is the sole shareholderand member of Merger Sub. Since its date of incorporation, Merger Sub has not carried on any business or conducted any operations, otherthan the execution of this Agreement, the performance of its obligations hereunder, and matters ancillary thereto. Other than Merger Sub,Parent does not hold any equity interest in any other Person.

Section 4.9 Ownership of Common Shares.

As of the Agreement Date, noParent Party beneficially owns any Common Shares or any other securities or other securities of, or any other economic interest (throughderivative securities or otherwise) in the Company, or any options, warrants or other rights to acquire Common Shares or other securitiesof, or any other economic interest (through derivative securities or otherwise) in, the Company, and prior to the Closing Date, no ParentParty will own any Common Shares or have any rights to acquire any Common Shares (except pursuant to this Agreement or the Rollover Agreement).Other than this Agreement, the Rollover Agreement and the Support Agreement, there are no (a) voting trusts or other agreements, arrangementsor understandings to which any Parent Party or its Affiliates is a party with respect to the voting of the Common Shares or (b) agreements,arrangements or understandings to which any Parent Party or its Affiliates is a party with respect to the acquisition, divestiture, retention,purchase, sale or tendering of the Common Shares.

Section 4.10 Parent Contracts.

As of the Agreement Date, otherthan this Agreement, the Rollover Agreement, the Support Agreement, the Exclusivity Agreement and the Non-Disclosure Agreement, thereare no other Contracts (i) relating to the Transactions to which any Parent Party is a party (or through any of their respective Affiliates),(ii) relating to the Transactions between or among the Parent Parties or any of their respective Affiliates, on the one hand, and anymember of the Company’s management, any member of the Company Board or any of the Company’s shareholders in their capacitiesas such, on the other hand or (iii) pursuant to which any shareholder of the Company would be entitled to receive consideration of a differentamount or nature than the Per Share Merger Consideration or pursuant to which any shareholder of the Company has agreed to vote to approvethis Agreement or the Merger or has agreed to vote against any Superior Proposal.

Section 4.11 Limited Guarantee.

Concurrently with the executionof this Agreement, the Sponsors have delivered to the Company a true, correct and complete copy of the Limited Guarantee, duly executedby the Sponsors in favor of the Company. The Limited Guarantee is in full force and effect and constitute legal, valid and binding obligationsof the Sponsors, enforceable against them in accordance with their respective terms (except to the extent that enforceability may be limitedby the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rightsgenerally or by general principles of equity). No event has occurred that, with notice or lapse of time or both, would, or would reasonablybe expected to, constitute a default or breach on the part of the Sponsors under the Limited Guarantee.

Section 4.12 Financing; Sufficient Funds.

(a) EquityCommitment Letter. As of the Agreement Date, Parent has delivered to the Company true, correct and complete copies of the executedEquity Commitment Letter, dated as of the Agreement Date, from the Sponsors (or the applicable Affiliates thereof party thereto), pursuantto which each of the Sponsors (or an Affiliate thereof party thereto) has committed to invest, subject to the respective terms and conditionstherein, the respective amounts set forth therein (the “Equity Financing”). As of the Agreement Date, the Equity CommitmentLetter is in full force and effect and has not been withdrawn or terminated or otherwise amended, supplemented or modified in any respectand no such amendment or modification is contemplated. The Equity Commitment Letter, in the form so delivered, is a legal, valid and bindingobligation of Parent and the respective Sponsor, and enforceable in accordance with its terms against Parent and such Sponsor (exceptto the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Lawsaffecting the enforcement of creditors’ rights generally or by general principles of equity). Other than the Equity Commitment Letter,there are no engagement letters, side letters, contracts or other agreements or arrangements relating to the Equity Financing that wouldreasonably be expected to adversely affect or impair the conditionality, availability or amount of the Equity Financing other than asexpressly set forth in the Equity Commitment Letter delivered to the Company on or prior to the date hereof. As of the Agreement Date,no event has occurred which, with or without notice, lapse of time or both, (i) would constitute a material default or breach on the partof the Parent Parties or the Sponsors, (ii) would, or would reasonably be expected to, result in a failure of any condition to the fullfunding under the Equity Commitment Letter or (iii) would, or would reasonably be expected to, otherwise result in any portion of theEquity Financing to be unavailable on a timely basis, and in any event, not later than the Closing. As of the Agreement Date, no ParentParty has reason to believe that it will be unable to satisfy on a timely basis, and in any event, not later than the Closing Date, anyterm or condition of the Equity Commitment Letter required to be satisfied by it.

(b) Asof the Agreement Date, Bidco has delivered to the Company true, correct and complete copies of the Debt Commitment Letter and the RedactedFee Letter executed by all of the parties thereto (including each of the Financing Sources and Bidco), in which the only redactions arepricing, fee amounts, “price flex” and other economic or “flex” provisions that are customarily redacted in connectionwith merger agreements of this type; provided that, in each case, such redactions do not relate to any terms that would be reasonablylikely to adversely affect the conditionality, enforceability, availability or termination of the Debt Financing or reduce the amountof the Debt Financing to an amount that, when taken together with the amount of the Equity Financing, is less than the amount necessaryto pay the Aggregate Merger Consideration on the Closing Date, dated as of the Agreement Date (together with all exhibits, annexes, schedulesand term sheets attached thereto and with the Redacted Fee Letter, in each case as amended, modified, supplemented, replaced or extendedfrom time to time after the Agreement Date subject to and in accordance with the terms of this Agreement, the “Financing Letters”),pursuant to which such financial institutions have agreed to provide, on the terms and subject to the conditions set forth therein, debtfinancing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and together withthe Equity Financing, the “Financing”). The Financing Letters in the form so delivered, is a legal, valid and bindingobligation of the Financing Sources and Bidco, and enforceable in accordance with its terms. As of the Agreement Date and the Closing,no event has occurred which, with or without notice, lapse of time or both, (i) would constitute a waiver, default or breach on the partof the Parent Parties, or to Parent’s knowledge, the Financing Sources, (ii) would, or would reasonably be expected to, result ina waiver or a failure of any condition to the full funding under the Debt Commitment Letter (including, for the avoidance of doubt, theinterim facilities agreement annexed to the Debt Commitment Letter), or (iii) would, or would reasonably be expected to, otherwise resultin any portion of the Debt Financing contemplated to be funded on the Closing to be unavailable on a timely basis, and in any event, notlater than when required for the Closing. As of the Agreement Date, no Parent Party has reason to believe that it will be unable to satisfyon a timely basis, and in any event, not later than the Closing Date, any term or condition of the Debt Commitment Letter required tobe satisfied by it.

(c) Assumingthe Financing is funded on the Closing Date in accordance with the Equity Commitment Letter and the Financing Letters and the satisfactionof all of the conditions to the obligation of the Parent Parties to consummate the Transactions at the Closing, the aggregate proceedsfrom the Financing when funded in accordance with the Equity Commitment Letter and the Financing Letters, together with all freely availablecash of the Company and its Subsidiaries, will be sufficient to pay (i) the Aggregate Merger Consideration and (ii) any other amountsrequired to be paid by the Parent Parties pursuant to Article II upon the terms and conditions contemplated hereby and all relatedfees and expenses of the Parent Parties under this Agreement at Closing. As of the Agreement Date and the Closing, there are no conditionsprecedent or contingencies related to the funding or investing, as applicable, of the full amount of the Financing at or prior to theClosing, other than as expressly set forth in or contemplated by the Equity Commitment Letter and the Financing Letters, and the ParentParties have as of the Agreement Date fully committed funds immediately available to it on a customary European “certain funds”basis pursuant to the Financing Letters sufficient to satisfy its obligations hereunder at the Closing.

(d) Asof the Agreement Date and the Closing, there are no Contracts, side letters, understandings or other agreements or arrangements relatingto the Financing Letters or the Debt Financing to which any Parent Party or any of its Affiliates is a party that would reasonably beexpected to limit, delay, affect or impair the conditionality, availability or amount of the Debt Financing other than as expressly setforth in the Financing Letters delivered to the Company on or prior to the date hereof.

(e) Asof the Agreement Date and the Closing, (i) the Financing Letters and the terms of the Debt Financing have not been waived, amended ormodified; (ii) no such waiver, amendment or modification is contemplated (other than modifications to assign or reassign or reallocatecommitments and/or roles to lenders, agents, co-agents, arrangers, bookrunners, managers or other roles or the establishment of otherfacilities under and in accordance with terms of the Debt Commitment Letter, none of which shall have an impact on the amount or availabilityof the Debt Financing); and (iii) the respective commitments contained in the Financing Letters have not been withdrawn, terminated, replacedor rescinded in any respect and no such withdrawal, termination, replacement or rescission is contemplated.

(f) Notwithstandinganything contained in this Agreement to the contrary, each Parent Party acknowledges and affirms that it is not a condition to the Closingor to any of its obligations under this Agreement that any Parent Party obtains the Financing.

Section 4.13 Solvency.

None of the Parent Parties isentering into the transactions contemplated by this Agreement with the actual intent to hinder, delay or defraud either present or futurecreditors of the Company or any of its Subsidiaries. Each of the Parent Parties is not liable to be wound-up (under Section 92 of theCICA) as of the Agreement Date, and, assuming satisfaction of the conditions set forth in Section 7.3(a) and Section 7.3(b),each of Parent and Bidco and, to Parent’s knowledge, the Surviving Company will, after giving effect to all of the Transactions,including the Financing and payment of the Aggregate Merger Consideration and the payment of all other amounts required to be paid bythe Parent Parties in connection with the consummation of the Transactions and the payment of all related fees and expenses, not be subjectto any winding-up (under Section 92(d) of the CICA) and will be solvent, in each case, at and immediately after the Effective Time. Asused in this Section 4.13, the term “solvent” means, with respect to a particular date, that on such date, (a) theamount of the “fair saleable value” of the assets of the Surviving Company and its Subsidiaries, taken as a whole, will exceedthe amount that will be required to pay the probable debt (including contingent debt) of the Surviving Company and its Subsidiaries, takenas a whole, as such debt becomes absolute and matured, (b) the sum of the assets, at a fair valuation, of the Surviving Company and itsSubsidiaries will exceed their debts (including the probable amount of all contingent debt), (c) the Surviving Company and its Subsidiarieshave not incurred debts beyond its ability to pay such debts as such debts mature or become due, and (d) the Surviving Company and itsSubsidiaries has sufficient capital and liquidity with which to conduct its business. For purposes of this Section 4.13, “debt”means any liability on a claim, and “claim” means any (i) right to payment, whether or not such a right is reduced to judgment,liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured (it beingunderstood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstancesexisting at such time, can reasonably be expected to become an actual or matured liability), and (ii) any right to an equitable remedyfor breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment,fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Section 4.14 Certain Arrangements.

As of the Agreement Date, thereare no Contracts or commitments to enter into Contracts between the Parent Parties or any of their respective Affiliates, on the one hand,and any director, officer or employee of the Company or any of the Company Subsidiaries, on the other hand.

Section 4.15 Support Agreement; RolloverAgreement.

Concurrently with the executionof this Agreement, Parent has delivered to the Company each of the duly executed Support Agreement and Rollover Agreement. As of the AgreementDate, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitutea default or breach by the applicable Parent Parties under each of the Support Agreement or Rollover Agreement.

Section 4.16 No Other Representationsor Warranties.

Except for the representationsand warranties contained in Article III (including the Company Disclosure Letter) or in the certificate delivered by the Companyto the Parent Parties pursuant to Section 7.3(d) (and notwithstanding the delivery or disclosure to the Parent Parties ortheir respective Representatives of any documentation, projections, estimates, budgets, forecasts, plans or other information), each ofthe Parent Parties acknowledges that (x) none of the Company, any Company Subsidiary or any other Person acting on behalf of the Companyor a Company Subsidiary makes, or has made, any representation or warranty, express or implied, relating to itself or its business orotherwise in connection with this Agreement or the Transactions, and the Parent Parties are not relying on any representation, warrantyor other information of any Person except for those representations or warranties expressly set forth in this Agreement or in the certificatedelivered by the Company to the Parent Parties pursuant to Section 7.3(d), (y) no Person has been authorized by the Company,the Company Subsidiaries or any other Person on behalf of the Company to make any representation or warranty, express or implied, relatingto itself or its business or otherwise in connection with this Agreement and the Merger, and if made, such representation or warrantywill not be relied upon by the Parent Parties as having been authorized by such entity and (z) none of the Company, any Company Subsidiaryor any other Person acting on behalf of the Company or a Company Subsidiary makes, or has made, any representation or warranty, expressor implied, with respect to any estimate, projection, prediction, data, financial information, memorandum, presentation, budget, forecastor any other materials or information provided or addressed to the Parent Parties or any of their respective Representatives, includingany materials or information made available to the Parent Parties and/or their respective Representatives in connection with presentationsby the Company’s management, and no such estimate, projection, prediction, data, financial information, memorandum, presentation,budget, forecast or any other materials or information provided or addressed to the Parent Parties or any of their respective Representativesis, or will be deemed to be or include representations or warranties. Each of the Parent Parties has conducted its own independent reviewand analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Companyand its Subsidiaries and acknowledges that each of the Parent Parties has been provided access for such purposes.

ArticleV
COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 5.1 Conduct of Business by theCompany.

Except (i) as expressly setforth in Section 5.1 of the Company Disclosure Letter; (ii) as expressly required or expressly contemplated by this Agreement;(iii) as required by applicable Law; (iv) with the prior written consent of Parent (which will not be unreasonably withheld, conditionedor delayed) and (v) as undertaken reasonably and in good faith by the Company or any Company Subsidiary in response to any acts of terrorismor war (whether or not declared), the commencement, continuation or escalation of, acts of war or armed hostility, in each case, to theextent directly impacting the Company or any Company Subsidiary (provided, that the Company shall, to the extent reasonably practicableunder the circumstances, consult with Parent in good faith and take into account its views prior to taking any such actions pursuant tothis clause (v)), from the Agreement Date to the earlier of the Effective Time and the termination of this Agreement in accordance with Section8.1, the Company will, and will cause each Company Subsidiary to, (A) conduct the business of the Company and the Company Subsidiariesin the ordinary course of business consistent with past practice in all material respects and (B) use its commercially reasonable effortsto preserve intact in all material respects its assets, business organization, properties and Material Contracts and its significant commercialrelationships with third parties. In addition, and without limiting the generality of the foregoing, except (i) as expressly set forthin Section 5.1 of the Company Disclosure Letter; (ii) as expressly required by this Agreement; (iii) as required by applicableLaw; and (iv) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed) fromthe Agreement Date to the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1,the Company will not, and will not cause or permit any Company Subsidiary to, directly or indirectly, whether by merger, consolidationor otherwise, do any of the following:

(a) (i)declare, set aside or pay any dividends on, or make any other distributions (whether in cash, shares or property or any combination thereof)in respect of, any of its share capital, other equity interests or other voting securities, other than dividends and distributions bya direct or indirect wholly owned Company Subsidiary to its parent; (ii) split, combine, subdivide, recapitalize or reclassify any ofits share capital, other equity interests or voting securities or securities convertible into or exchangeable or exercisable for sharecapital or other equity interests or voting securities, or issue or authorize the issuance of any other securities in respect of, in lieuof or in substitution for its share capital, other equity interests or voting securities, other than as specifically permitted by Section5.1(b); or (iii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any share capital orvoting securities of, or equity interests in, the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiaryconvertible into or exchangeable or exercisable for share capital or voting securities of, or equity interests in, the Company or anyCompany Subsidiary, or any warrants, calls, options or other rights to acquire any such share capital, securities or interests, exceptin the case of this clause (iii) for acquisitions, or deemed acquisitions, of Common Shares in connection with the withholding of Taxesin connection with the exercise, vesting or settlement of Company RSUs or Company Options;

(b) exceptfor transactions among the Company and one or more wholly owned Company Subsidiaries or among one or more wholly owned Company Subsidiaries,issue, deliver, sell, grant, pledge or otherwise subject to any Lien (other than Liens imposed by applicable securities Laws), or amendthe terms of any share capital or voting securities of, or other equity interests in, the Company (including Common Shares) or any CompanySubsidiary, other than the issuance of Common Shares upon the vesting or settlement of Company Options or Company RSUs outstanding atthe Capitalization Time in accordance with their terms as of the Capitalization Time;

(c) amendthe Company Articles of Association or the charter or organizational documents of any Company Subsidiary, except amendments to the charteror organizational documents of a Company Subsidiary (i) solely in connection with an internal reorganization, restructuring or recapitalizationpermitted pursuant to Section 5.1(m) or (ii) solely to the extent necessary to open a branch or, subject to this Section5.1, appoint or remove any officer or director of a Company Subsidiary.

(d) makeor adopt any change in its accounting methods, principles or practices, except insofar as may be required by a change in GAAP (or authoritativeinterpretations thereof) or are otherwise required by the Company’s external auditors to comply with GAAP;

(e) directlyor indirectly acquire or agree to acquire in any transaction any equity interest in or business of any Person or division thereof or anyproperties or assets, except (i) acquisitions of supplies, inventory and equipment in the ordinary course of business; (ii) acquisitionsfor which the aggregate amount of consideration paid or transferred by the Company or any Company Subsidiaries does not exceed $20,000,000individually or $50,000,000 in the aggregate; or (iii) with respect to transactions between or among the Company, on the one hand, andany one or more wholly owned Company Subsidiaries, on the other hand, or between or among wholly owned Company Subsidiaries;

(f) exceptin relation to Liens to secure Indebtedness for borrowed money permitted to be incurred under ‎Section5.1(h), sell, lease (as lessor), mortgage, sell and leaseback or otherwise subject to any Lien (other than Permitted Liens), or otherwisedispose of, any properties or assets (other than Intellectual Property) or any interests therein other than (i) sales of supplies, inventoryand equipment in the ordinary course of business; or (ii) in an amount not to exceed $30,000,000 individually or $100,000,000 in the aggregate;

(g) makeany loans, advances or capital contributions to, or investments in, any other Person, other than (i) advances to directors, officers oremployees in respect of travel or other related business expenses, in each case, in the ordinary course of business; (ii) prepaymentsto vendors of the Company or its Subsidiaries in the ordinary course of business consistent with past practice; or (iii) with respectto transactions between or among the Company, on the one hand, and any one or more wholly owned Company Subsidiaries, on the other hand,or between or among wholly owned Company Subsidiaries;

(h) incuror otherwise become liable for any additional Indebtedness, except for (i) the incurrence of additional Indebtedness (other than Indebtednessof the type described in clause (ii) below) in an amount not to exceed $5,000,000 in the aggregate with respect to which the consummationof the Transactions will not conflict with, or result in any violation of or default under, such additional Indebtedness; or (ii) Indebtednessbetween or among the Company, on the one hand, and any one or more wholly owned Company Subsidiaries, on the other hand, or between oramong wholly owned Company Subsidiaries; provided that any such additional or Indebtedness incurred under clauses (i) and (ii)above shall be repayable at par on or after Closing and without any premium or penalty;

(i) pay,discharge, compromise, settle or satisfy (or cause any insurer to pay, discharge, compromise, settle or satisfy), or offer to pay, discharge,compromise, settle or satisfy any Action in an amount equal to or greater than the amount set forth in Section 5.1(i) of theCompany Disclosure Letter or which involves an admission of liability by the Company or any Company Subsidiary or imposes material restrictionson the operations or business of the Company and the Company Subsidiary;

(j) except(i) as required by the terms of a Company Benefit Plan in effect on the Agreement Date, (ii) as set forth in ‎Section5.1(j) of the Company Disclosure Letter, or (iii) as required under the applicable Labor Agreement of the Company or any Company Subsidiaryor as otherwise required by Law, (A) grant, pay or commit to pay, announce or enter into any cash or equity or equity-based incentiveaward, bonus, transaction, change in control, severance or similar agreement or any retention or similar agreement with any current orformer director, officer, employee, or individual consultant of the Company or its Subsidiaries, excluding, for the avoidance of doubt,(1) compensation and severance benefits provided to newly hired or terminated employees in ordinary course of business and consistentwith past practice, to the extent such employees are hired or terminated by the Company or any of its Subsidiaries as permitted by Section5.1(k)(iii) hereof, and (2) bonus payments to such Persons, not to exceed the amount set forth in ‎Section5.1(j)(A)(2) of the Company Disclosure Letter in the aggregate; (B) establish, adopt, terminate or modify or amend any material CompanyBenefit Plan (or any other plan, program, policy, agreement or arrangement that would have been a Company Benefit Plan if in existenceas of the Agreement Date); or (C) increase or accelerate or commit to accelerate the funding, payment or vesting of the compensation orbenefits provided of any current or former director, officer, employee, or individual consultant of the Company or its Subsidiaries, includingunder any Company Benefit Plan, but excluding compensation increases to all such Persons, taken as a whole, in an aggregate annual amountof up to $350,000;

(k) (i)except as required under the applicable Labor Agreement, negotiate, modify, extend, or enter into any Labor Agreement or recognize orcertify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees ofthe Company or its Subsidiaries, (ii) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, or otheractions that could implicate WARN, (iii) hire, engage or terminate (other than for cause) any employee or independent contractor withannual base salary or wage rate in excess of $200,000, or (iv) waive or release any noncompetition, nonsolicitation, noninterference,nondisparagement or other restrictive covenant obligation of any current or former employee or independent contractor;

(l) makeor authorize capital expenditures in excess of the individual and aggregate capital expenditures in the capital expenditures budget setforth in Section 5.1(l) of the Company Disclosure Letter;

(m) adoptany plan of complete or partial liquidation or dissolution, merger, consolidation, conversion, division, restructuring, recapitalizationor reorganization for the Company or any Company Subsidiary (excluding any internal restructuring, recapitalization or reorganizationof wholly owned Company Subsidiaries);

(n) enterinto any new line of business (other than any line of business that is reasonably related to and a reasonably foreseeable extension ofany line of business existing as of the Agreement Date) or terminate any line of business existing as of the Agreement Date;

(o) enterinto, materially amend, terminate (which, for the avoidance of doubt, shall not include an automatic expiration of the term or failureto renew) or waive any material rights under any Material Contract or any Contract that would have been a Material Contract had it beenentered into prior to the Agreement Date, except for any such amendment, termination or waiver in the ordinary course of business consistentwith past practice and provided the Company shall keep Parent reasonably informed with respect to all material developments relating tothe foregoing;

(p) (A)make, revoke, or change any material Tax election, (B) change any material method of Tax accounting, (C) file any material amended TaxReturn, (D) enter into any closing agreement or seek any ruling from any Governmental Entity, in each case with respect to income or othermaterial Taxes, (E) surrender any right to claim a material refund of Taxes, or (F) settle or finally resolve any claim with respect tomaterial amounts of Taxes of the Company or any of its Subsidiaries for amounts materially in excess of amounts reserved with respectthereto;

(q) enterinto or adopt any “poison pill” or similar stockholder rights plan that would prevent or preclude the Transactions;

(r) enterinto any Contract or other arrangement or understanding that would be required to be disclosed under Item 404(a) of Regulation S-K;

(s) license,sell, assign, transfer, abandon, permit to lapse, or otherwise dispose of, any material Company-Owned Intellectual Property, except fornon-exclusive licenses granted in the ordinary course of business and Registered Intellectual Property that is otherwise naturally expiring,or disclose to any Person any Trade Secret other than pursuant to a written confidentiality agreement or clause entered into in the ordinarycourse of business; or

(t) agree,authorize or commit to take any of the foregoing actions in clauses ‎ (a) through (s)above.

Section 5.2 Conduct of Business of theParent Parties.

Each of the Parent Parties agreesthat, from the Agreement Date through the earlier of the Effective Time or the termination of this Agreement, it shall not take any action(including any action with respect to a third party), which is intended to or would reasonably be expected to, individually or with anyother such action, have a Parent Material Adverse Effect.

Section 5.3 No Control.

Nothing contained in this Agreementwill give the Parent Parties or any of their respective Affiliates, directly or indirectly, the right to control or direct the Company’sor the Company Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement will give the Company,directly or indirectly, the right to control or direct the Parent Parties’ or any of their respective Affiliates’ operationsprior to the Effective Time.

Section 5.4 Clear Market.

From the Agreement Date anduntil the earlier of the date on which the conditions set forth in Section 7.1(c) have been satisfied and the terminationof this Agreement in accordance with Section 8.1, the Parent Parties or any of their Affiliates listed on Section 5.4of the Parent Disclosure Letter shall not, directly or indirectly, (i) acquire or agree to acquire by merging or consolidating with, orby purchasing a portion of the assets of or equity in, or by any other manner, any business of any Person or other business organizationor division thereof, or otherwise acquire or agree to acquire any assets or equity interests (or other instruments convertible into orexercisable for equity interests) or (ii) enter into or agree to enter into any material license, or joint venture, in each case, thatwould reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, approvalfrom, or avoiding an Action by, any Governmental Entity necessary to consummate the Transactions contemplated by this Agreement or theexpiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Entity entering an orderprohibiting the consummation of the Transactions or (C) otherwise materially delay or prevent the consummation of the Transactions.

Section 5.5 No Solicitation by the Company;Company Recommendation.

(a) Fromthe Agreement Date and until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section8.1, except as explicitly permitted by Section 5.5(b) and Section 5.5(d), the Company will not, and will cause eachof the Company Subsidiaries to not, and will use its reasonable best efforts to cause its and its Subsidiaries’ Representativesto not, and to not publicly announce any intention to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowinglyfacilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Alternative Proposal(an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section5.5 (such as answering unsolicited phone calls and informing Persons of the provisions of this Section 5.5 or contacting anyPerson making an Alternative Proposal solely to clarify terms and conditions of such Alternative Proposal for the sole purpose of theSpecial Committee reasonably informing itself about such Alternative Proposal) will not be deemed to “solicit,” “encourage”or “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.5); (ii) furnish or cause tobe furnished to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public informationwith respect to any Inquiries or the making of any proposal that constitutes, or could be reasonably expected to result in, an AlternativeProposal; (iii) enter into, engage in, continue or maintain discussions or negotiations with any Person (other than the Parent Partiesand their respective Affiliates) with respect to an Inquiry or an Alternative Proposal (other than informing Persons of the provisionsset forth in this Section 5.5 or contacting any Person making an Alternative Proposal solely to ascertain facts or clarify termsand conditions of such Alternative Proposal for the sole purpose of the Special Committee reasonably informing itself about such AlternativeProposal); (iv) approve, agree to, accept, endorse or recommend any Alternative Proposal; (v) submit to a vote of its shareholders anyAlternative Proposal; (vi) effect any Adverse Recommendation Change; provided that, subject to compliance by the Companywith the terms of this Section 5.5, neither (1) the determination by the Company Board (acting at the recommendation of the SpecialCommittee) or the Special Committee in accordance with Section 5.5(b) that an Alternative Proposal constitutes a Superior Proposal,nor (2) the delivery by the Company of the notice required by Section 5.5(d)(i) shall in and of themselves constitute an AdverseRecommendation Change; or (vii) enter into or publicly propose to enter into any agreement in principle, letter of intent, term sheet,merger agreement, acquisition agreement, option agreement or other similar instrument providing for any Alternative Proposal. The Companywill, and will cause the Company Subsidiaries to, and will instruct its and their Representatives to, cease immediately and cause to beterminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives with respectto any Inquiry or an Alternative Proposal and will promptly request in writing any such Third Party (together with its Representatives)that has executed a confidentiality agreement in connection with any Inquiry or an Alternative Proposal and that is in possession of anyconfidential information heretofore furnished by or on behalf of the Company or any of the Company Subsidiaries (and all analyses andother materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to promptly return or destroyall such information in accordance with the terms of the applicable confidentiality agreement and terminate access to any physical orelectronic data rooms relating to any Inquiry or an Alternative Proposal by such Third Party and its Representatives. It is agreed thatany violation of the restrictions on the Company (or instructions given or required to be given by the Company) set forth in this Section5.5 by any Representative of the Company or any of the Company Subsidiaries (in each case, (i) acting at the direction of the Companyor the Company Subsidiaries and (ii) provided that neither the Rollover Shareholder nor any of its directors, officers, employees or affiliates(other than any such person who is a director of the Company acting in such capacity) shall be considered a Representative of the Companyor its Subsidiaries for purposes of this Section 5.5(a)) will constitute a breach of this Section 5.5 by the Company. TheCompany represents and warrants that it has not waived any confidentiality, standstill or similar agreement, restriction or covenant ineffect as of the Agreement Date to which the Company or any Company Subsidiary is a party, and the Company covenants and agrees that (x)the Company shall enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any CompanySubsidiary is a party or may hereafter become a party, and (y) neither the Company nor any Company Subsidiary has released or will, withoutthe prior written consent of Parent (which may be withheld or delayed in Parent’s sole and absolute discretion), release any Personfrom, or waive, fail to enforce, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any CompanySubsidiary, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Company Subsidiary isa party or may hereafter become a party.

(b) Notwithstandinganything to the contrary in Section 5.5(a), if the Company or any of the Company Subsidiaries or any of its or their respectiveRepresentatives (including members of the Special Committee) receives a bona fide Alternative Proposal from any Third Party atany time prior to the Company Shareholders Meeting, and provided there has been no breach of this Section 5.5 that resultedin such Alternative Proposal, the Company and its Representatives may, prior to the Company Shareholders Meeting, take the actions setforth in subsections (i) and/or (ii) of this Section 5.5(b) if the Company Board (acting at the recommendation of the Special Committee)or the Special Committee has determined, in its good faith judgment (after consultation with its outside financial advisors and outsidelegal counsel), that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that thefailure to take such action would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicableLaw: (i) furnish or cause to be furnished non-public information to and afford access to the business, employees, officers, contracts,properties, assets, books and records of the Company and the Company Subsidiaries to the Third Party and its Representatives that madesuch Alternative Proposal, pursuant to an executed (and the Company and/or Company Subsidiaries may enter into a) customary confidentialityagreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Non-DisclosureAgreement and that does not prohibit compliance by the Company with any of the provisions of this Agreement (it being understood thatthe Company shall not be required to include any “standstill” provision in such confidentiality agreement), including thisSection 5.5; and (ii) enter into, engage in and continue thereafter (so long as such Alternative Proposal continues to reasonablybe expected to lead to a Superior Proposal after consultation with its outside financial advisors and outside legal counsel) discussionsor negotiations with the Third Party and its Representatives that made such Alternative Proposal with respect to such Alternative Proposal.

(c) Promptly(but in any event no later than 36 hours) following receipt of any Alternative Proposal or any Inquiry, the Company will advise Parentin writing of the receipt of such Alternative Proposal or Inquiry or any amendment or modification to the material terms of any AcquisitionProposal or Inquiry (including, in each case, the identity of the Third Party making any such Alternative Proposal or Inquiry) and theCompany will, as promptly as reasonably practicable, provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing,or (ii) a summary of the material terms of such Alternative Proposal or Inquiry, if not in writing. The Company agrees that it will promptly(but in any event no later than 36 hours) provide to Parent any material non-public information concerning the Company or any of the CompanySubsidiaries that it provides to any other Third Party in connection with any such Alternative Proposal that has not previously been providedto Parent. In addition, the Company will keep Parent informed on a reasonably prompt basis (but in any event no later than 36 hours) ofany material developments regarding the Alternative Proposal or Inquiry (including copies of any definitive written agreements exchangedbetween the parties) or any material change to the terms or status of the Alternative Proposal or Inquiry.

(d) Notwithstandinganything herein to the contrary, at any time prior to the Company Shareholders Meeting, the Company Board (acting at the recommendationof the Special Committee) or the Special Committee may (i) in the case of an Intervening Event or if the Company has received a SuperiorProposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.5(d)) cause the Companyto effect an Adverse Recommendation Change and/or (ii) if the Company has received a Superior Proposal (after taking into account theterms of any revised offer by Parent pursuant to this Section 5.5(d)), and provided there has been no breachof this Section 5.5 that resulted in such Superior Proposal, and the Person making such Superior Proposal was not restrictedfrom making such Superior Proposal pursuant to an existing confidentiality, standstill or similar agreement with the Company, or any restrictionor covenant included therein, cause the Company to terminate this Agreement pursuant to Section 8.1(d) and to enter into adefinitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case ofclauses ‎(i) and ‎(ii), if the Company Board (actingat the recommendation of the Special Committee) or the Special Committee has determined in good faith, after consultation with outsidefinancial advisors and outside legal counsel, that the failure to take such action would reasonably be likely to be inconsistent withthe directors’ fiduciary duties under applicable Law; provided that the Company Board or the Special Committeemay not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section8.1(d), unless:

(i) theCompany has provided prior written notice to Parent at least three (3) Business Days in advance (the “Notice Period”)of taking such action, which notice will advise Parent of the circumstances giving rise to the Adverse Recommendation Change, and,in the case of a Superior Proposal, that the Company Board or the Special Committee has received a Superior Proposal and include a copyof the most recent version of such Superior Proposal and a written description of any other material terms and conditions, including,to the extent applicable pursuant to the Superior Proposal, the value in financial terms that the Company Board or the Special Committeehas, in consultation with outside financial advisors, determined should be ascribed to any non-cash consideration offered under such SuperiorProposal;

(ii) duringthe Notice Period, the Company (1) has negotiated with Parent in good faith (if and to the extent Parent desires to so negotiate) to makesuch adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceasesto constitute, in the good faith judgment of the Company Board (acting at the recommendation of the Special Committee) or the SpecialCommittee (in each case, after consultation with outside financial advisors and outside legal counsel), a Superior Proposal, or in thecase of an Intervening Event, the failure to make such Adverse Recommendation Change (in the good faith judgment of the Company Boardacting at the recommendation of the Special Committee) or the Special Committee (in each case, after consultation with outside financialadvisors and outside legal counsel) would no longer be reasonably likely to be inconsistent with the directors’ fiduciary dutiesunder applicable Law and (2) has promptly (but in any event no later than 36 hours) provided Parent with copies of any definitive writtenagreements exchanged between the parties and kept Parent informed on a reasonably prompt basis (but in any event no later than 36 hours)of any material developments regarding the Superior Proposal; and

(iii) theCompany Board (acting at the recommendation of the Special Committee) or the Special Committee has determined in good faith, after consideringthe results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to in writing by Parent,if any, and after consultation with its outside financial advisors and outside legal counsel, that, in the case of a Superior Proposal,such Superior Proposal remains a Superior Proposal or, in the case of an Intervening Event, that the failure to make such Adverse RecommendationChange would continue to reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law.

If during the Notice Periodany material revisions are made to the Superior Proposal, the Company will deliver a new written notice to Parent and will comply withthe requirements of this Section 5.5(d) with respect to such new written notice; provided, however,that for purposes of this sentence, references to the three (3) Business Day period above will be deemed to be references to a two (2)Business Day period.

(e) Nothingcontained in this Agreement will prevent the Company, or the Company Board, or the Special Committee from issuing a “stop, lookand listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9, Rule 14e-2 or Item 1012(a)of Regulation M-A under the Exchange Act with respect to an Alternative Proposal; provided that (i) the CompanyBoard (acting at the recommendation of the Special Committee) or the Special Committee reaffirms the Company Recommendation in such statementor in connection with such action and (ii) it is understood and agreed that any factually accurate public statement by the Company thatmerely describes the Company’s receipt of an Alternative Proposal and the operation of this Agreement with respect thereto and containsa “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not constitute anAdverse Recommendation Change.

ArticleVI
ADDITIONAL AGREEMENTS

Section 6.1 Preparation of the Proxy Statementand Schedule 13E-3; Company Shareholders Meeting.

(a) Aspromptly as reasonably practicable following the Agreement Date, the Company shall, with the cooperation and assistance of the ParentParties, prepare a proxy statement to be sent to the Company’s shareholders relating to the authorization and approval (as applicable)of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company by the Company Shareholder Approval, includinga notice convening the Company Shareholders Meeting in accordance with the Company Articles of Association (such proxy statement, togetherwith any amendments or supplements thereto, the “Proxy Statement”). The Company shall establish a record date for theCompany Shareholders Meeting in a manner to enable the record date for the Company Shareholders Meeting to be set so that such CompanyShareholders Meeting will be duly called and held in accordance with the Company Articles of Association as soon as reasonably practicablefollowing clearance of the Schedule 13E-3 by the SEC. Parent will furnish to the Company all information reasonably requested by the Companyconcerning the Parent Parties, and provide such other assistance, as the Company may reasonably request in connection with the preparation,filing and distribution of the Proxy Statement.

(b) TheCompany and the Parent Parties will cooperate to (i) concurrently with the preparation of the Proxy Statement, jointly prepare and theCompany shall file, with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplementsthereto, the “Schedule 13E-3”) relating to the Transactions, which will include the Proxy Statement as an exhibit,and furnish to each other all information concerning such Party as may be reasonably requested in connection with the preparation of theSchedule 13E-3; (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Schedule13E-3, including the Proxy Statement, and consult with each other prior to providing such response; (iii) as promptly as reasonably practicable,prepare and file any amendments necessary to be filed in response to any such comments; (iv) use its reasonable best efforts to have clearedby the staff of the SEC the Schedule 13E-3; and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepareand file any amendment to the Schedule 13E-3. Each Party will promptly notify the other Parties upon the receipt of any comments fromthe SEC in respect of the Schedule 13E-3 or any other filings associated with the Transactions, including the Proxy Statement or any beneficialownership reports, or any request from the SEC for amendments to the Schedule 13E-3 or other associated filings, and will provide theother Parties with copies of all correspondence between such Party and its Representatives, on the one hand, and the SEC, on the otherhand. Each of the Company and the Parent Parties shall use its reasonable best efforts so that the Schedule 13E-3 will comply in all materialrespects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder.

(c) Ifprior to the Effective Time any change occurs with respect to information supplied by any Parent Party for inclusion in the Proxy Statementand/or the Schedule 13E-3 that is required by Law to be described in an amendment of the Proxy Statement and/or an amendment to the Schedule13E-3, as applicable, such Party will reasonably promptly notify the Company of such change, and the Parent Parties and the Company willcooperate in the prompt filing with the SEC of any necessary amendment to the Proxy Statement and/or an amendment to the Schedule 13E-3,as applicable, and as required by Law, in disseminating the information contained in such amendment to the Company’s shareholders.Nothing in this Section 6.1(c) will limit the obligations of any Party under Section 6.1(a).

(d) Ifprior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respectto other information supplied by the Company for inclusion in the Proxy Statement and/or the Schedule 13E-3, that is required by Law tobe described in an amendment of the Proxy Statement and/or an amendment to the Schedule 13E-3, the Company will reasonably promptly notifythe Parent Parties of such event, and the Company and the Parent Parties will cooperate in the prompt filing with the SEC of any necessaryamendment to the Proxy Statement and/or an amendment to the Schedule 13E-3, as applicable, and as required by Law, in disseminating theinformation contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.1(d)will limit the obligations of any Party under Section 6.1(a).

(e) TheCompany will, as promptly as reasonably practicable after the SEC confirms it has no further comments on the Schedule 13E-3, includingthe Proxy Statement, duly call, give notice of, convene and hold the Company Shareholders Meeting for the purpose of (i) seeking the CompanyShareholder Approval, (ii) if required, seeking approval of an adjournment proposal and (iii) seeking approval of any other proposal necessaryfor authorizing and approving (as applicable) this Agreement and consummating the Transactions. Except as permitted in Section6.1(f), the Company will not adjourn the Company Shareholders Meeting without the prior written consent of Parent. The Company willuse reasonable best efforts to (A) promptly cause the Proxy Statement to be mailed to the Company’s shareholders; and (B) exceptif an Adverse Recommendation Change has been made as permitted by Section 5.5(d) and remains in effect, solicit the CompanyShareholder Approval, including by retaining the services of a recognized proxy solicitor. The Company Board, acting at the recommendationof the Special Committee, and the Special Committee will recommend to the Company’s shareholders that they give the Company ShareholderApproval (the “Company Recommendation”) and will include such recommendation in the Proxy Statement and the Schedule13E-3, in each case, unless the Company Board (acting at the recommendation of the Special Committee) or the Special Committee has validlymade an Adverse Recommendation Change as permitted by Section 5.5(d) that is still in effect. The Company agrees that, unless thisAgreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Shareholders Meeting pursuantto this Section 6.1 will not be affected by the commencement, public proposal, public disclosure or communication to the Companyof any Alternative Proposal, by the making of any Adverse Recommendation Change by the Company Board (acting at the recommendation ofthe Special Committee) or the Special Committee or by any other development; provided, however, that if the publicannouncement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.5(d)(i) occursless than 10 Business Days prior to the Company Shareholders Meeting, the Company will be entitled to postpone or adjourn the CompanyShareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled(but in no event to a date after the date that is six (6) Business Days before the End Date (as defined below)).

(f) Theforegoing provisions of this Section 6.1 notwithstanding, the Company will have the right to make one or more postponementsor adjournments of the Company Shareholders Meeting (i) to ensure that any amendment to the Proxy Statement and/or amendment to the Schedule13E-3 required under applicable Law is timely provided to the shareholders of the Company within a reasonable amount of time, in the goodfaith judgment of the Company Board or the Special Committee (after consultation with outside counsel), in advance of the Company ShareholdersMeeting; (ii) if required by applicable Law or a request from the SEC or its staff; or (iii) if, on a date for which the Company ShareholdersMeeting is scheduled, the Company has not received proxies representing a sufficient number of Common Shares to obtain the Company ShareholderApproval, whether or not a quorum is present; provided that (A) no single such postponements or adjournment is for morethan 10 Business Days except as may be required by applicable Laws; and (B) in the case of clause (iii), the Company Shareholders Meetingis not postponed or adjourned by more than 30 days after the date for which the Company Shareholders Meeting was originally scheduledwithout the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the CompanyShareholders Meeting is postponed or adjourned to (x) a date that is not more than 60 days after the date on which the Company ShareholdersMeeting was originally scheduled and (y) a date that is not less than five (5) Business Days prior to the End Date) and that the Companywill, and will cause its proxy solicitor to, use reasonable best efforts to solicit such additional proxies (or presence and affirmativevote in person of the Company’s shareholders at the Company Shareholders Meeting) as expeditiously as reasonably possible, it beingunderstood that time shall be of the essence.

Section 6.2 Access to Information; Confidentiality.

Subject to applicable Law andthe terms and conditions set forth in the Non-Disclosure Agreement, the Company will, and will cause each of the Company Subsidiariesto, (a) afford to the Parent Parties and the Representatives of the Parent Parties reasonable access, upon reasonable advance notice,during the period from the Agreement Date and continuing until the earlier to occur of the termination of this Agreement and the EffectiveTime, to their respective officers, key employees, offices, properties, books, contracts, commitments and records, (b) instruct its employees,counsel, financial advisors, auditors and other authorized Representatives to reasonably cooperate with the Parent Parties in such access,and (c) furnish reasonably promptly to the Parent Parties all other information concerning its business, properties and personnel as theParent Parties may reasonably request (in each case, in a manner so as to not interfere in any material respect with the normal businessoperations of the Company or any Company Subsidiary); provided, however, that the Company will not be requiredto permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosureor access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a Third Party (provided thatthe Company will use its reasonable best efforts to obtain the required consent of such Third Party to such access or disclosure or toallow for such access or disclosure (or as much of it as possible) in a manner that does not violate the terms of any confidentialityagreement or other Contract with a Third Party); (ii) result in the loss of any attorney-client privilege (provided that theCompany will use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that doesnot result in a loss of attorney-client privilege) or (iii) violate any Law; provided, further, that the Companywill not be required to disclose any materials of the Company, the Company Board or the Special Committee that relate to considerationof the Transactions. Notwithstanding anything contained in this Agreement to the contrary, the Company will not be required to provideany access or make any disclosure to the Parent Parties pursuant to this Section 6.2 to the extent such access or informationis reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and the Parent Parties or any oftheir respective Affiliates, on the other hand, are adverse parties.

Section 6.3 Efforts to Consummate.

(a) Subjectto the terms and conditions herein provided, each of the Parent Parties and the Company will use their respective reasonable best effortsto promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under thisAgreement and applicable Laws to consummate and make effective as promptly as practicable after the Agreement Date the Transactions, including(i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary applications, notices,disclosures, petitions, filings (or drafts thereof), ruling requests, and other documents pursuant to any Antitrust Laws or FDI Laws andto obtain as promptly as practicable any consents, clearances, approvals, waivers, actions, waiting period expirations or terminations,non-actions or other authorizations from Governmental Entities (“Antitrust and/or FDI Approvals”) and all Permits necessary,(ii) taking all steps as may be necessary to obtain all such Permits and Antitrust and/or FDI Approvals as promptly as reasonably practicable,and (iii) obtaining any waivers, qualifications, consents, certificates, clearances, and approvals required from third parties (otherthan Permits and Antitrust and/or FDI Approvals) in connection with the consummation of the Transactions. Parent shall pay all filingfees payable to a Governmental Entity in connection with the filings made under the HSR Act and any other Antitrust Law or FDI Law, itbeing understood that the costs and expenses (other than filing fees) of preparing such notification filings, forms, applications, andsubmissions seeking Antitrust and/or FDI Approvals shall be borne by the Party incurring such costs and expenses.

(b) Inconnection with the actions referenced in Section 6.3(a) each of the Parent Parties and the Company will, and will cause theirrespective Affiliates to, (i) cooperate with each other in connection with any communication, filing or submission and in connection withany investigation or other inquiry, including any Action initiated by a private party; (ii) keep the other Party and/or its counsel promptlyinformed of any material communication received by such Party from, or given by such Party to, any Governmental Entity or Government Officialand of any communication received or given in connection with any Action by a private party, in each case, regarding any of the Transactions;(iii) give each other reasonable advance notice of any meeting or conference regarding the Transactions with such Governmental Entityor Government Official or, in connection with any Action by a private party, with any other Person, and to the extent permitted by theapplicable Governmental Entity, Government Official or other Person, give the other Party and/or its counsel the opportunity to attendand participate in any such meetings and conferences relating to substance or that are material to the procedure; (iv) consider in goodfaith the views of the other Party and keep the other Party reasonably informed of the status of matters related to the Transactions;and (v) permit the other Party and/or its counsel to review in advance, with reasonable time and opportunity to comment, give reasonableconsideration to the other Party’s comments thereon, and consult with each other in advance of any proposed submission, filing orcommunication (and documents submitted therewith) intended to be given by it to a Governmental Entity or Government Official in connectionwith the Transactions; provided that materials may be redacted (x) as necessary to comply with applicable Law, (y) forconfidentiality or legal privilege and (z) to remove references concerning (A) the valuation of the businesses of the Company and theCompany Subsidiaries and (B) projections, estimates, budgets, forecasts, plans or other information of the Company and the Company Subsidiariesand other materials that the Special Committee evaluated in connection with the Transactions. Each of the Parent Parties and the Companywill, and will use reasonable best efforts to cause their respective Affiliates and any Person whose affiliation with the Parent Partiesor any of their Affiliates results in such Person’s involvement in the Antitrust and/or FDI Approvals to, provide any and all informationor documentary material, and take such other actions, that are reasonably required for the purpose of preparing and filing the notificationsfor the Antitrust and/or FDI Approvals and responding to any requests for additional information or documentary material from any GovernmentalEntity in relation to the Antitrust and/or FDI Approvals.

(c) TheCompany will give prompt written notice to Parent, and Parent will give prompt written notice to the Company, of (i) the occurrence, orfailure to occur, of any event which occurrence or failure to occur has resulted in or would reasonably be expected to result in the failureto satisfy or be able to satisfy any of the conditions specified in Article VII, and such written notice will specify thecondition which has failed or will fail to be satisfied, and (ii) any material written notice from any Governmental Entity or other Personin connection with the Transactions; provided that the delivery of any notice pursuant to this Section 6.3(c)will not limit or otherwise affect the remedies available hereunder to the Parent Parties or the Company.

(d) Withoutlimiting anything in this Section 6.3, the Parent Parties agree to take promptly any and all steps necessary or reasonablyadvisable or as may be required by any Governmental Entity to obtain all Antitrust and/or FDI Approvals under any applicable Laws thatmay be required by any Governmental Entity so as to enable the Parties to consummate the Transactions, including the Merger, as expeditiouslyas practicable, including committing to and effecting, by consent decree, hold separate order, trust or otherwise, (A) selling, divesting,licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets ofthe Company or its Subsidiaries or the Parent Parties or their respective controlled Affiliates, (B) terminating, amending or assigningexisting relationships and contractual rights and obligations of the Company and/or its Subsidiaries or of the Parent Parties or theirrespective controlled Affiliates, (C) requiring the Company or any of its Subsidiaries or the Parent Parties or their respective controlledAffiliates to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercialrelationship with, any third party and (D) imposing limitations on the Company or its Subsidiaries or of the Parent Parties or their respectivecontrolled Affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets; provided that:(i) the Parent Parties and their respective Affiliates shall not be obligated to take the foregoing actions contemplated by this sentencewith respect to the Parent Parties’ Affiliates (other than each of the Parent Parties, the Company and its Subsidiaries after theClosing), or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements,and any Intellectual Property rights thereto or embodied therein or any venture or other arrangement and (ii) any such action is conditionedupon the consummation of the Transactions.

Section 6.4 Indemnification, Exculpationand Insurance.

(a) Bidcoagrees that, for a period of six (6) years (with respect to the Company), or seven (7) years (with respect to the Company’s IsraeliSubsidiary Sapiens Technologies (1982) Ltd.), from and after the Effective Time, all rights existing as of the Agreement Date to indemnification,advancement of expenses and exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time in favor ofthe current and/or former directors or officers of the Company and the Company Subsidiaries as provided in their respective memorandumand articles of association or by-laws (or comparable organizational documents) and any indemnification or other similar agreements ofthe Company or any of the Company Subsidiaries in effect as of the Agreement Date will continue in full force and effect in accordancewith their terms, and Bidco will cause the Surviving Company and the Company Subsidiaries to perform their respective obligations thereunder.With respect of the Company, Bidco shall cause the memorandum of association and the articles of association of the Surviving Companyto contain provisions no less favorable with respect to indemnification, exculpation, and advancement of expenses than are set forth inthe memorandum and articles of association of the Company on the Agreement Date as have been Made Available to Parent, which provisionsshall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adverselyaffect (other than de minimis effects that are not the purpose of such amendment, repealment or modification) the rightsthereunder of individuals who, prior to the Effective Time, were directors, or officers of the Company, with respect to acts or omissionsoccurring prior to the Effective Time, unless such modification shall be required by applicable Law. Without limiting the foregoing, fromand after the Effective Time, Bidco shall, and shall cause the Surviving Company to, indemnify and hold harmless each individual who wasprior to or is as of the Agreement Date, or who becomes prior to the Effective Time, a director or officer of the Company or any of theCompany Subsidiaries (the “Company Indemnified Parties”), against all claims, Liabilities, Judgments, fines, fees,costs and expenses, including reasonable and documented out-of-pocket attorneys’ fees and disbursements, incurred in connectionwith any Action (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement andthe Transactions)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of theCompany or any Company Subsidiary, in each case, to the fullest extent permitted under applicable Law. In the event of any such Action,(x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Action from the SurvivingCompany within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; providedthat any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, the SurvivingCompany’s memorandum and articles of association (or comparable organizational documents) or any applicable indemnification agreement,to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification;and (y) the Surviving Company will cooperate in the defense of any such matter. Notwithstanding anything to the contrary contained inthis Agreement, Bidco shall not (and Bidco shall cause the Surviving Company not to) settle or compromise or consent to the entry of anyjudgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation, unless such settlement, compromise,consent or termination includes an unconditional release of all of the Company Indemnified Parties covered by the claim, action, suit,proceeding or investigation from all liability arising out of such claim, action, suit, proceeding or investigation.

(b) Fora period of six (6) years (with respect to the Company), or seven (7) years (with respect to the Company’s Israeli Subsidiary SapiensTechnologies (1982) Ltd.), from and after the Effective Time, the Surviving Company will, and Bidco will cause the Surviving Company to,either maintain or cause to be maintained in effect the current policies of directors’ and officers’ liability insurance,fiduciary liability insurance and employment practices liability insurance maintained by the Company or the Company Subsidiaries or providesubstitute policies for the Company and Company Subsidiaries and the insured Persons who are covered by such insurance currently maintainedby the Company and the Company Subsidiaries (the “Current Insurance”), in either case, with limits not less than theexisting coverage and having other terms not less favorable to the insured Persons than the Current Insurance with respect to claims andmatters arising from facts or events that occurred on or before the Effective Time, except that in no event will the Surviving Companybe required to pay with respect to such insurance policies an aggregate premium of more than 300% of the aggregate annual premium mostrecently paid by the Company prior to the Agreement Date (the “Maximum Amount”), and if the Surviving Company is unableto obtain the insurance required by this Section 6.4(b), it will obtain as much comparable insurance as possible for eachyear within such seven (7)-year period for an annual premium equal to the Maximum Amount. In lieu of such insurance, prior to theClosing Date the Company may, at its option (and shall, if Parent so requests), purchase “tail” directors’ and officers’liability insurance, fiduciary liability insurance and employment practices liability insurance for a period of seven (7) years for theCompany and the Company Subsidiaries and the insured Persons who are covered by Current Insurance, such tail insurance to provide coveragewith limits not less than, and to have other terms not less favorable to the insured Persons than, the Current Insurance with respectto claims arising from facts or events that occurred on or before the Effective Time; provided that in no event willthe aggregate cost of any such tail insurance exceed the Maximum Amount. Bidco will cause the Surviving Company to, and the SurvivingCompany will, maintain such insurance policies in full force and effect without any amendment adverse to the insured Persons thereunder,and continue to honor the obligations thereunder.

(c) Theprovisions of this Section 6.4 (i) will survive consummation of the Merger, (ii) are intended to be for the benefit of, andwill be enforceable by, each indemnified or insured party (including the Company Indemnified Parties) to the extent of such indemnifiedor insured party’s interest herein, and his or her heirs and estates, and (iii) are in addition to, and not in substitution for,any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

(d) Fromand after the Effective Time, Bidco shall guarantee the prompt payments of the obligations of the Surviving Company and the Company Subsidiariesunder this Section 6.4.

(e) Inthe event that the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person andis not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantiallyall of its properties and assets to any Person, then, and in each such case, Bidco and the Surviving Company will cause proper provisionto be made so that the successors and assigns of the Surviving Company assume the Surviving Company’s obligations set forth in this Section6.4.

(f) Nothingin this Agreement is intended to, or will be construed to, release, waive or impair any rights to insurance claims pursuant to any applicableinsurance policy or indemnification agreement, it being understood and agreed that the indemnification provided for in this Section6.4 is not prior to or in substitution for any such claims pursuant to such policies or agreements.

Section 6.5 Transaction Litigation.

The Company will give Parentprompt notice of any shareholder Action commenced, or to the Company’s Knowledge, threatened, against the Company, any Company Subsidiaryand/or their respective directors or officers relating to the Transactions, including any material developments with respect thereto,and promptly provide Parent with copies of all proceedings and correspondence relating to any such Action or threatened Action. The Companywill give Parent the reasonable opportunity to consult with the Company and participate in the defense, release, compromise, waiver orsettlement of any shareholder Action against the Company, any Company Subsidiary and/or their respective directors or officers relatingto the Transactions. None of the Company, any Company Subsidiary or any Representative of the Company will compromise, settle or cometo an arrangement regarding any such shareholder Action, in each case, unless Parent has consented thereto in writing (such consent notto be unreasonably withheld, conditioned or delayed).

For purposes of this ‎Section6.5, “participate” means that Parent will be kept apprised of proposed strategyand other significant decisions with respect to the shareholder Action by the Company (to the extent that the attorney-client privilegebetween the Company and its counsel is not waived), and Parent may offer comments or suggestions with respect to such shareholder Actionthat the Company will consider in good faith with the Company retaining authority over such shareholder Action.

Section 6.6 Public Announcements.

Each of the Company and theParent Parties agrees that no public release or announcement concerning the Transactions will be issued by or on behalf of any of themor their Subsidiaries without the prior written consent of the Company (as to any release by the Parent Parties or their respective Affiliates),and the Parent Parties (as to any release by the Company or its Subsidiaries), which consent of such Parties will not be unreasonablywithheld or delayed, except as such release or announcement may be required by applicable Law or the rules or regulations of any applicablenational securities exchange or Governmental Entity to which the relevant party is subject, in which case the party required to make therelease or announcement will use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcementin advance of such issuance. The Company and the Parent Parties agree that the initial press release announcing the execution and deliveryof this Agreement will be a joint press release of the Parent Parties and the Company and will not be issued prior to the approval ofeach of the Parent Parties and the Company. In addition, each of the Company and the Parent Parties will be entitled to issue separatepress releases announcing the execution and delivery of this Agreement which, in the case of the Company’s initial press release,will be subject to prior approval of the Parent Parties and, in the case of the Parent Parties’ press release, will be subject tothe prior approval of the Company (in all cases, such approval not to be unreasonably withheld, conditioned or delayed). Notwithstandingthe foregoing provisions of this Section 6.6, (i) the Parent Parties, the Representatives of the Parent Parties, theCompany and the Representatives of the Company may make public releases or announcements concerning the Transactions that are substantiallyconsistent with previous press releases or announcements made by the Parent Parties and/or the Company in compliance with this Section6.6, (ii) the Parent Parties and the Representatives of the Parent Parties, the Company and the Representatives of the Companymay make public statements to the press, analysts, investors or those attending industry conferences or financial analyst conference calls,so long as any such statements are materially consistent with previous press releases, public disclosures or public statements made bythe Company or the Parent Parties in compliance with this Section 6.6 and do not reveal material, non-public information regardingthe other parties, the Merger, or the other Transactions, (iii) the Parent Parties, the Representatives of the Parent Parties, the Companyand the Representatives of the Company may make internal announcements to their respective employees, and the Company and its Affiliatesmay make announcements to their respective customers; provided that such announcements are (a) in form and substancereasonably acceptable to the other Party and (b) regarding a general description of the Transactions that is otherwise consistent withthe Parties’ permitted prior public disclosures regarding this Agreement and the Transactions, and (iv) the restrictions set forthin this Section 6.6 do not apply to any release or announcement (or any portion thereof) made or proposed to be madein connection with, or in response to, an Adverse Recommendation Change or an Alternative Proposal. Notwithstanding the foregoing, theParent Parties, the Sponsors and their respective Affiliates, without consulting with the Company, may provide ordinary course communicationsregarding this Agreement and the Transactions to existing or bona fide prospective investors, financing sources, general and limited partners,equityholders, members and managers of any Affiliates of such person consistent with customary practice in the private equity industry,in each case, who are subject to customary confidentiality restrictions that would require such person to keep confidential such information.

Section 6.7 Employment and Company Benefits.

(a) Forthe period commencing at the Effective Time and ending on the first (1^st) anniversary of the date on which the Effective Timeoccurs (or if earlier, the date of employment termination of the relevant Company Employee), Bidco will cause the Surviving Company toprovide each Company Employee with (i) a base salary or hourly wage rate that is no less favorable than the base salary or hourly wagerate provided to such Company Employee immediately prior to the Closing Date, (ii) short-term cash incentive compensation opportunitiesthat are no less favorable than the short- term cash incentive compensation opportunities in effect for such Company Employee immediatelyprior to the Closing Date, (iii) severance payments and benefits that are no less favorable than the severance payments and benefits ineffect for such Company Employee immediately prior to the Closing Date, as set forth in Section 6.7(a) of the Company DisclosureLetter, and (iv) other employee benefits (excluding equity or equity-based compensation, retention or change in control compensation,nonqualified deferred compensation, defined benefit pensions and retiree or post-employment welfare benefits (collectively, “ExcludedBenefits”; provided that Excluded Benefits shall not include any such pension, retirement, post-employment or other benefitsrequired by applicable non-U.S. Law)) that are substantially comparable in the aggregate to those provided to such Company Employee immediatelyprior to the Closing Date (other than any Excluded Benefits). For purposes of this Agreement, “Company Employee” meansany employee of the Company or any Company Subsidiary who is employed at the Closing Date and who remains employed with the SurvivingCompany, any of its Subsidiaries, or any other Affiliate of Bidco immediately following the Closing. Notwithstanding anything in thisAgreement to the contrary, (x) the terms and conditions of employment for any Company Employees covered by a Labor Agreement shall begoverned by the applicable Labor Agreement until the expiration, modification or termination of such Labor Agreement in accordance withits terms or applicable Law, and (y) this Section 6.7(a) shall not be deemed to alter any requirements imposed by applicable Lawthat are more favorable to a Company Employee (and in no event shall any such Company Employee be entitled to any duplication of benefitsby reason thereof).

(b) Forpurposes of vesting, eligibility to participate and level of benefits under any employee benefit plans of Bidco and its Subsidiaries (exclusiveof the Company) in which any Company Employees become eligible to participate on or after the Closing Date (the “New Plans”),Bidco shall, or shall cause the Company or any of its Subsidiaries to, provide each Company Employee with credit for his or her yearsof service with the Company and any respective predecessors before the Closing Date to the same extent and for the same purpose as suchservice was credited under the corresponding Company Benefit Plan as of the Closing Date; provided that the foregoingservice credit shall not be required to apply (x) to the extent that its application would result in a duplication of benefits with respectto the same period of service or (y) with respect to any Excluded Benefits. In addition, Bidco shall, or shall cause the Company or anyof its Subsidiaries to, (i) cause each Company Employee to be immediately eligible to participate, without any waiting time, in any andall New Plans providing health or welfare benefits that replace the corresponding Company Benefit Plan in which such Company Employeewas participating as of the date of such replacement, and (ii) for purposes of each New Plan providing group health benefits to any CompanyEmployee during the plan year in which the Closing Date occurs, use commercially reasonable efforts to cause (x) all pre-existing conditionexclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependentsto the extent such was waived under the corresponding Company Benefit Plan prior to Closing and (y) any eligible expenses incurred andpaid by, and credited to, any Company Employee and his or her covered dependents during the portion of the plan year during which theClosing Date occurs to be taken into account under such New Plan for purposes of satisfying the corresponding deductible, coinsuranceand maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan yearas if such amounts had been paid in accordance with such New Plan.

(c) Exceptas set forth on Section 6.7(c) of the Company Disclosure Letter, with respect to fiscal year 2025, Bidco shall or shall cause aSubsidiary to pay bonuses provided under the Company’s annual performance bonus programs for such fiscal year to each eligible CompanyEmployee in the ordinary course of business based on actual performance as determined by Bidco in good faith, in consultation with theCompany’s Chief Executive Officer, according to performance metrics applicable to such bonus opportunity.

(d) Noprovision of this Agreement will (i) create any right in any Company Employee or any other employee of the Company or any Company Subsidiaryto continued employment by Bidco, Parent, the Surviving Company or their respective Affiliates, or preclude the ability of Bidco, Parent,the Surviving Company or their respective Affiliates to terminate the employment of any employee for any reason; (ii) require Bidco, Parent,the Surviving Company or any of their respective Affiliates to continue any particular Company Benefit Plans or prevent the amendment,modification or termination thereof after the Closing Date; or (iii) establish or amend any employee benefit plan of Bidco, Parent, theCompany or any of their respective Affiliates. Without limiting the generality of Section 9.7, and any provision in this Agreementto the contrary notwithstanding, nothing in this Section 6.7 will create any third-party beneficiary rights in any Person,including any Company Employee or current or former Service Provider of the Company or its Affiliates (or any beneficiaries or dependentsthereof).

Section 6.8 Merger Sub.

Parent will cause Merger Subto comply with and perform all of its obligations under or relating to this Agreement and the Plan of Merger, including, in the case ofMerger Sub, to consummate the Merger on the terms and conditions set forth in this Agreement and the Plan of Merger. Immediately followingthe execution of this Agreement, Parent, as sole shareholder of Merger Sub, will authorize and approve (as applicable) this Agreementand the Plan of Merger.

Section 6.9 Stock Exchange Delisting;Deregistration.

Prior to the Closing Date, theCompany will cooperate with the Parent Parties and use its reasonable best efforts to take, or cause to be taken, all actions, and door cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Law and rules and policies of Nasdaqand the TASE to enable the delisting by the Surviving Company of the Common Shares from Nasdaq and the TASE, the deregistration of theCommon Shares under the Exchange Act and the suspension of the Company’s reporting obligations as promptly as practicable afterthe Effective Time.

Section 6.10 Financing.

(a) Subjectto the terms and conditions of this Agreement, each Parent Party shall use its reasonable best efforts to take, or cause to be taken,all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the proceedsof the Financing on a timely basis, but in any event no later than the Closing, on the terms and conditions described in the Equity CommitmentLetter and the Financing Letters, including using (and causing its Subsidiaries to use) their respective reasonable best efforts to: (i) complywith and maintain in full force and effect the Equity Commitment Letter and the Financing Letters in accordance with, and subject to,the terms and conditions thereof; (ii) satisfy on a timely basis all conditions contained in the Equity Commitment Letter and the FinancingLetters that are applicable to the Parent Parties and within the control of the Parent Parties; (iii) upon satisfaction of the conditionsset forth in the Financing Letters, consummate the Debt Financing at or prior to the Closing; (iv) comply with its covenants or otherobligations applicable to the Parent Parties and within the control of the Parent Parties pursuant to the Financing Letters at or priorto the time the Closing is required to occur; (v) enforce their rights under the Equity Commitment Letter and the Financing Letters, and(vi) not use any amount of the Financing for any purpose other than to satisfy its obligations under this Agreement unless such purposeis expressly permitted by the terms of the Equity Commitment Letter or the Financing Letters, in each case, to the extent that failureto do so would adversely affect the availability of the Financing at the Closing or would in any way reduce the amount of freely availablefunds needed to satisfy its obligations under this Agreement at Closing (and any change which causes (i) the conditionality of any FinancingLetter to become more onerous to the Company (in the good faith determination of the Parent Parties) and/or (ii) reduce the period oftime for which funds contemplated to be funded at Closing are available to be drawn shall be automatically regarded as adversely affectingthe availability of the Financing).

(b) NeitherBidco nor its Affiliates shall initiate, request or agree to any amendment or other modification to, obtain any replacement of, or grantany waivers of, any condition or other provision of the Equity Commitment Letter or Financing Letter in a manner that would adverselyaffect the availability of, or would in any way reduce the freely available funds intended for use to satisfy its obligations under thisAgreement at Closing at or prior to the Closing without the prior written consent of the Company (and any change which causes (i) theconditionality of any Financing Letter to become more onerous to the Company or Bidco (in the good faith determination of Bidco); (ii)reduce the period of time for which funds contemplated to be funded at Closing are available to be drawn; or (iii) results (or would reasonablyresult in) the termination of the Equity Commitment Letter or Financing Letter shall be automatically regarded as adversely affectingthe availability of the Financing). Bidco shall not, other than as set out in the Equity Commitment Letter or the Financing Letters, permit,release or consent to the novation, transfer, delegation, assignment, withdrawal, termination, repudiation or rescission of any of theEquity Commitment Letter or the Financing Letters and shall not permit, release or consent to the termination of the obligations of anyFinancing Source party to any of the Financing Letters, in each case, without the prior written consent of the Company.

(c) Inno event shall the Sponsors, the Parent Parties or any of their Affiliates (which for purposes of this Section 6.10(c) shall bedeemed to include the parties to the Equity Commitment Letter and their Affiliates) prohibit or seek to prohibit any bank or investmentbank or other potential provider of debt or equity financing, from providing or seeking to provide financing or financial advisory servicesto any Person in connection with a transaction relating to the Company or its Subsidiaries or in connection with the Merger or the otherTransactions.

(d) Eachof the Parent Parties acknowledges and agrees that neither the obtaining of the Financing nor the obtaining of any Alternative Financingis a condition to the Merger or the Closing and reaffirms its obligation to consummate the Merger and the Transactions irrespective andindependently of the availability of the Financing or any Alternative Financing, subject to the applicable conditions set forth in Section7.1 and Section 7.2.

(e) TheParent Parties acknowledge and agree that none of the Company or its Subsidiaries or their respective Affiliates or its and their Affiliates’respective Representatives shall incur any liability to any Person under any financing that the Parent Parties may raise in connectionwith the Transactions or any cooperation provided pursuant to this Section 6.10.

(f) Anybreach of the Equity Commitment Letter or Financing Letter by Parent shall be deemed a breach by Parent of this Section 6.10. Parentshall (i) keep the Company reasonably informed of all material developments in respect of the Equity Commitment Letter and the FinancingLetters (including any proposed amendments or waivers in respect thereof) and shall furnish the Company with complete, correct and executedcopies of each amendment, waiver or other modification of the Equity Commitment Letter or the Financing Letters and any Alternative Financingagreement promptly upon their execution, (ii) give the Company prompt (but, in any event, within three (3) Business Days) writtennotice of any breach (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected togive rise to any breach or default) by any party to the Equity Commitment Letter or the Financing Letters or any Alternative Financingagreement of which any Parent Party becomes aware and any withdrawal, repudiation or termination thereof of which any Parent Party becomesaware and, in each case, any written notice or other communication with respect to any of the foregoing, (iii) give the Company prompt(but, in any event, within three (3) Business Days) written notice of each material dispute or disagreement between or among the partiesto the Equity Commitment Letter or the Financing Letters, (iv) notify the Company if for any reason Bidco no longer believes in good faiththat it will be able to obtain all or any portion of the Debt Financing contemplated by the Financing Letters to be funded at the Closing,on the terms described therein and (v) upon the reasonable request of the Company, use reasonable best efforts to arrange and obtain aspromptly as practicable, from the same and/or alternative debt financing sources, as applicable, alternative financing; providedthat any alternative financing so arranged shall be in an amount, together with the amount of Financing remaining available and cash andcash equivalent on hand at the Company and its Subsidiaries, sufficient to pay the amount required to be paid hereunder on the ClosingDate, in each case, upon terms and conditions not materially less favorable, taken as a whole, than those set forth in the Financing Letters(including, for the avoidance of doubt, any related “market flex” provisions) (“Alternative Financing”).In the event any Alternative Financing is obtained in accordance with this Section 6.10(f), references in this Agreement to “DebtFinancing” shall also be deemed to refer to such Alternative Financing, as appropriate, and if one or more commitment letters ordefinitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, referencesin this Agreement to the “Debt Commitment Letter” and “Financing Letters,” as applicable, shall also be deemedto refer to such commitment letters and definitive financing agreements relating to such Alternative Financing, as appropriate.

(g) Priorto the Closing Date, the Company shall, and shall cause its Subsidiaries to and instruct its and their respective Representatives to,use reasonable best efforts to provide to the Parent Parties, in each case at Parent’s sole cost and expense, such customary cooperationas is reasonably requested by the Parent Parties in connection with the arrangement of the Financing, including:

(i) causingsenior management of the Company, with appropriate seniority and expertise, to assist in preparation for and participate in a reasonablenumber of lender telephonic meetings, presentations and due diligence sessions in connection with the Financing at reasonable times andlocations mutually agreed;

(ii) providingreasonable and customary assistance with the preparation by Bidco of lender presentations;

(iii) providingall customary documentation and other customary information about the Company and its Subsidiaries as is reasonably requested under applicable“know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, Title III of Pub. L. 107-56(signed into Law on October 26, 2001, as amended from time to time) and the Customer Due Diligence Requirements for Financial Institutionsissued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11,2016 and effective May 11, 2018, as amended from time to time) and providing a certification regarding beneficial ownership required by31 C.F.R. § 1010.230, in each case, at least four (4) Business Days prior to the Closing Date and to the extent requested in writing,at least six (6) Business Days prior to the Closing Date;

(iv) providingreasonable and customary assistance in taking corporate, limited liability company, partnership or other similar actions reasonably requestedby the Parent Parties as is necessary to permit the consummation of the Financing on the Closing Date; provided that no such actionsshall be required to be effective prior to the Closing;

(v) reasonablycooperating in satisfying the conditions precedent to the funding of the Debt Financing and the Equity Financing set forth in the respectiveFinancing Letter, the Equity Commitment Letter or any definitive documentation relating to any of the Financings to the extent such conditionrequires the cooperation of, or is within the control of, the Company; and

(vi) reasonablyassisting Bidco with Bidco’s preparation and execution of the definitive Debt Financing agreements (including all schedules thereto),including cooperating to (x) facilitate the pledging of, granting of security interests in and obtaining perfection of any Liens on, collateralin connection with the Debt Financing, (y) facilitate the provision of guarantees supporting the Debt Financing and (z) causing officersof the Company and its Subsidiaries to execute and deliver customary certificates and other documents as may reasonably be requested bythe Buyer or the Financing Sources in connection with the Debt Financing; provided, with respect to the execution of such documents,that no such execution shall be required to be effective prior to the Closing;

providedthat:

(A) inno event shall the Company or any of its Subsidiaries be required to provide any such cooperation to the extent it unreasonably interferesin any manner with the ongoing operations of the Company and its Subsidiaries;

(B) noobligation of the Company or any of its Subsidiaries or any of their respective Representatives on account of the Financing shall be effectiveuntil the Closing Date;

(C) inno event shall the Company or any of its Subsidiaries be required to pay any commitment or other fee or incur any cost, expense or liabilityin connection with the Financing prior to the Closing Date (in each case, except to the extent the Company is entitled to receive reimbursementor indemnification therefor pursuant to the last paragraph in this Section 6.10(g)), or enter into any definitive agreement, inconnection with the Financing that is effective, prior to the Closing Date;

(D) nothingin this Section 6.10 shall require any action that would conflict with or violate any applicable Laws or result in, prior to theClosing Date, a material contravention of any note, bond, mortgage, indenture, Contract, Permit, franchise or other instrument or obligationto which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their propertiesis bound or affected on the Agreement Date;

(E) [reserved];

(F) noneof the Company or any of its Subsidiaries or any of their respective Representatives shall be required to disclose or provide any informationin connection with the Financing, the disclosure of which is subject to attorney-client privilege or could reasonably result in the disclosureof any Trade Secrets or competitively sensitive information not otherwise required to be provided under this Agreement;

(G) noneof the Company or any of its Subsidiaries or any of their respective Representatives shall be required to prepare or deliver any pro formafinancial information or projections;

(H) noneof the Company or any of its Subsidiaries or any of their respective Representatives shall be required to deliver any legal opinion inconnection with the Financing;

(I) noneof the Company or any of its Subsidiaries or any of their respective Representatives shall be required to take any action that would causethe Company or any of its Subsidiaries to breach any representation, warranty, covenant or agreement in this Agreement; and

(J) noneof the Company or any of its Subsidiaries or any of their respective Representatives shall be required to take any action that would reasonablybe expected to cause any director, officer, manager or employee or shareholder of the Company or any of its Subsidiaries to incur personalliability.

(h) Parentshall, in the event the Closing shall not occur by the End Date, (x) promptly following receipt of a written request therefor, reimbursethe Company for all out-of-pocket costs and expenses (including (A) attorneys’ fees and (B) fees and expenses of the Company’saccounting firms engaged to assist in connection with the Financing, including performing additional requested procedures, reviewing anyoffering documents, participating in any meetings and providing any comfort letters) incurred by the Company or any of its Subsidiariesor their respective Representatives in connection with the cooperation of the Company and its Subsidiaries and Representatives contemplatedby this Section 6.10; and (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives fromand against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangementof the Financing (including the performance of their respective obligations under this Section 6.10) and any information used inconnection therewith, in each case other than to the extent any of the foregoing was suffered or incurred as a result of the fraud orwillful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives.

(i) TheCompany hereby consents to the use of its logos solely in connection with the Financing; provided that the Parent Parties shallensure that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or anyits Subsidiaries or the Company’s or any of its Subsidiaries’ reputation or goodwill.

Section 6.11 Resignations.

TheCompany shall use reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company inoffice as of immediately prior to the Effective Time, effective upon the Effective Time.

Section 6.12 Tax Matters.

(a) IntendedU.S. Tax Treatment. For U.S. federal income tax purposes (and any applicable corresponding state or local income tax purposes), theParties intend the exchange of Common Shares for Per Share Merger Consideration pursuant to the Merger constitute a sale or exchange ofsuch Common Shares under Section 1001 of the Code. The Parties shall report consistently with the foregoing sentence for all applicableTax purposes (including the filing of Tax Returns) and shall not take any position inconsistent therewith unless otherwise required pursuantto a “determination” within the meaning of Section 1313(a) of the Code.

(b) TransferTaxes. All transfer, documentary, sales, use, stamp, registration, value-added and other similar Taxes and fees (“TransferTaxes”) incurred in connection with the transaction contemplated by this Agreement and the transactions contemplated hereby(other than those described in Section 2.2(c)) shall be paid by the Parent Parties when due. The Parent Parties shall prepare andfile, at their expense, all Tax Returns and other documentation with respect to such Transfer Taxes.

(c) IsraeliTax Rulings.

(i) Assoon as practicable after the Agreement Date, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare andfile with the ITA an application in form and substance acceptable to Parent for the Interim Options Tax Ruling. As soon as practicableafter obtaining the Interim Tax Ruling, the Company, in coordination with Parent, shall file with the ITA an application in form and substanceacceptable to Parent for the Options Tax Ruling.

(ii) Assoon as practicable following the Agreement Date, the Company shall instruct its Israeli counsel, advisors and accountants to prepareand file with the ITA, within ten (10) Business Days of the Agreement Date, an application for a ruling (which shall be reviewed and approvedby Parent and its Israeli counsel prior to its submission to the ITA) that (i) with respect to holders of Common Shares that are non-Israeliresidents (as defined in the Ordinance or as will be determined by the ITA), (A) exempting Parent, the Paying Agent, the Surviving Company,Merger Sub, the Israeli Withholding Agent, and their respective agents from any obligation to withhold Israeli Tax at the source fromany consideration payable or otherwise deliverable pursuant to this Agreement, including the Aggregate Merger Consideration, or clarifyingthat no such obligation exists, or (B) clearly instructing Parent, the Paying Agent, the Surviving Company and their respective agentson how such withholding at the source is to be executed, and in particular, with respect to the classes or categories of holders of theCommon 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-Israeliresidents; and (ii) with respect to holders of Common Shares that are Israeli residents (as defined in the Ordinance or as will be determinedby the ITA) (other than 102 Shares) (x) exempting Parent, the Paying Agent, the Surviving Company and their respective agents from anyobligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, includingthe Aggregate 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 respectto the classes or categories of holders of the Common Shares from which Tax is to be withheld (if any), the rate or rates of withholdingto be applied (the “Withholding Tax Ruling”).

(d) Eachof the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and tocooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oralsubmissions that may be necessary, proper or advisable to obtain the Options Tax Ruling (including the Interim Options Tax Ruling) andthe Withholding Tax Ruling, and the Company shall inform Parent’s Israeli counsel of the content of any discussions and meetingsrelating thereto in advance and allow Parent’s Israeli counsel to participate in any such discussions or meetings, at Parent’sexpense. The final text of the Interim Options Tax Ruling, the Options Tax Ruling and the Withholding Tax Ruling, including appendicesthereof, shall be subject to the prior written confirmation of Parent or its counsel, which consent shall not be unreasonably withheld,conditioned or delayed, it being understood that in the event that the Withholding Tax Ruling shall impose non-standard or uncommon restrictionsor obligations, Parent may in its discretion accept or agree to, or refuse to accept or agree to, any such restrictions or obligations.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 Interim OptionsTax Ruling, the Options Tax Ruling and the Withholding Tax Ruling, as promptly as practicable. Should Parent’s counsel not be ableto attend any meeting with the ITA, the Company shall provide Parent with an update of such meetings or discussion within two (2) BusinessDays of such meeting or discussion.

(e) Cooperation.The Parent Parties and the Company shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to reasonablycooperate as and to the extent reasonably requested by the applicable other Party, and by the Rollover Shareholder, in connection withthe preparation, execution and filing of Tax Returns, the filing for any Tax ruling (including with respect to the structure of the transactionscontemplated by the Rollover Agreement), the making of any Tax elections (including, for the avoidance of doubt, any election under Section338(g) of the Code, in which case, such cooperation shall include providing any certifications under Treasury Regulations Section 1.1445-2(c)with respect to applicable U.S. Subsidiaries of the Company), and the conduct of any audit, examination, or claim or with respect to Taxesrelating to the Company.

Section 6.13 IIA Matters.

Prior to the Closing, theCompany and its Subsidiaries shall (i) reasonably consult with Parent regarding all matters relating to the IIA, (ii) to the extent permittedunder applicable Laws, not discuss with the IIA or present to the IIA any facts or information relating to the Agreement or the Transactionswithout obtaining Parent’s or its counsel’s prior written consent, (iii) not receive any Governmental Grants from the IIA,(iv) not apply for any new IIA approvals for Governmental Grants without obtaining Parent’s or its counsel’s prior writtenconsent, (v) not exercise any new IIA approval for Governmental Grants if granted to the Company or its Subsidiaries and (vi) not enterinto any agreements or arrangements with the IIA without Parent’s prior written consent, including in connection with the September2024 application by the Company’s Israeli Subsidiary to the IIA for royalty settlement arrangements.

ArticleVII
CONDITIONS PRECEDENT

Section 7.1 Conditions to Each Party’sObligation to Effect the Merger.

The respective obligation ofeach Party to effect the Merger is subject to the satisfaction or, to the extent permitted by Law, written waiver by such Party at orprior to the Closing of each of the following conditions:

(a) ShareholderApproval. The Company Shareholder Approval shall have been obtained.

(b) NoLegal Restraints. No applicable Law and no Judgment, preliminary, temporary or permanent, or other legal restraint or prohibitionand no binding order or determination by any Governmental Entity (collectively, the “Legal Restraints”) is in effectthat prevents, makes illegal or prohibits the consummation of the Merger and the other Transactions.

(c) RequisiteRegulatory Approvals. The Requisite Regulatory Approvals have been obtained and remain in full force and effect.

Section 7.2 Conditions to Obligationsof the Company.

The obligations of the Companyto consummate the Merger are further subject to the satisfaction or, to the extent permitted by Law, written waiver by the Company ator prior to the Closing of each of the following conditions:

(a) Representationsand Warranties. (i) The representations and warranties of the Parent Parties contained in this Agreement (except for the representationsand warranties contained in Section 4.1, Section 4.2 and Section 4.7) are true and correct (withoutgiving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) atand as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as ofsuch earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to anylimitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in theaggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect; and (ii) the representations andwarranties of the Parent Parties contained in Section 4.1, Section 4.2 and Section 4.7 are true and correctin all material respects at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlierdate, in which case as of such earlier date).

(b) Performanceof Obligations of the Parent Parties. The Parent Parties have performed in all material respects all obligations required to be performedby them under this Agreement at or prior to the Closing.

(c) ParentCertificate. Parent has delivered to the Company a certificate, dated as of the Closing Date and signed by an authorized officer ofParent, certifying to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied.

Section 7.3 Conditions to Obligationsof the Parent Parties.

The obligations of the ParentParties to consummate the Merger are further subject to the satisfaction or, to the extent permitted by Law, written waiver at by Parentprior to the Closing of each of the following conditions:

(a) Representationsand Warranties. (i) The representations and warranties of the Company contained in this Agreement (except for the representationsand warranties contained in Section 3.1, Section 3.2(a), Section 3.3(a) through (d), Section3.4, Section 3.5(a)(i), Section 3.9(a)(ii), Section 3.20, the first sentence of Section 3.21and Section 3.22) are true and correct (without giving effect to any limitation as to “materiality” or “CompanyMaterial Adverse Effect” set forth therein) at and as of the Closing as if made at and as of such time (except to the extent expresslymade as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties tobe true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material AdverseEffect; (ii) the representations and warranties of the Company contained in Section 3.1, Section 3.2(a), Section3.3(a) through (d) (other than the first two sentences of Section 3.3(a)), Section 3.4, Section 3.5(a)(i), Section3.20, the first sentence of Section 3.21 and Section 3.22, are true and correct (without giving effect to any limitationas to “materiality” or “Company Material Adverse Effect” set forth therein) at and as of the Closing as if madeat and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date) in all materialrespects; (iii) the representations and warranties of the Company contained in the first two sentences of Section 3.3(a) aretrue and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”set forth therein) at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date,in which case as of such earlier date) except for inaccuracies that are de minimis relative to the total fully-diluted equity capitalizationof the Company, and (iv) the representations and warranties of the Company contained in Section 3.9(a)(ii) are true and correctat and as of the Closing as if made at and as of such time.

(b) Performanceof Obligations of the Company. The Company has performed in all material respects all obligations required to be performed by it underthis Agreement at or prior to the Closing.

(c) NoCompany Material Adverse Effect. Since the Agreement Date, there has not occurred any circumstance, occurrence, effect, change, event,or development that has had or would reasonably be expected to have a Company Material Adverse Effect that is continuing as of the Closing.

(d) CompanyCertificate. The Company has delivered to Parent a certificate, dated as of the Closing Date and signed by its Principal ExecutiveOfficer or Principal Financial Officer, certifying to the effect that the conditions set forth in Section 7.3(a), Section7.3(b), and Section 7.3(c) have been satisfied.

ArticleVIII
TERMINATION, AMENDMENT AND WAIVER

Section 8.1 Termination.

This Agreement may be terminatedat any time prior to the Effective Time (except with respect to Section 8.1(d) and Section 8.1(f), whether beforeor after receipt of the Company Shareholder Approval):

(a) bymutual written consent of the Company (provided that such termination has been approved by the Special Committee) and Parent;

(b) byeither the Company (acting at the recommendation of the Special Committee) or Parent:

(i) ifthe Merger is not consummated on or before 5:00 p.m., Eastern Time, on February 8, 2026 (the “End Date” as may be extendedby the mutual written agreement of Parent and the Company); provided that if all of the conditions set forth in Article VII(other than those conditions that by their nature cannot be satisfied until the Closing, but provided that such conditions shall thenbe capable of being satisfied if the Closing were to take place at such time) have been satisfied or waived other than (A) the conditionset forth in Section 7.1(c) with respect to Requisite Regulatory Approvals or (B) the condition set forth in Section 7.1(b)with respect to absence of Legal Restraints (to the extent the applicable Law or Judgment relates to the Requisite Regulatory Approvalsto be satisfied)), either the Company or Parent shall have the right by delivering written notice to the other party to extend the EndDate to 5:00 p.m., Eastern Time, on April 9, 2026; provided further that the right to terminate this Agreement under this Section8.1(b)(i) will not be available to any Party whose breach of any provision of this Agreement, directly or indirectly, primarilycauses or results in the failure of the Merger to be consummated by the End Date (it being understood that the Parent Parties’ failureto close solely as a result of the unavailability of the Debt Financing to be funded at the Closing which failure shall not have resultedprimarily from one or more breaches by any Parent Party of this Agreement shall not limit Parent’s right to terminate pursuant toSection 8.1(b)(i); it being further understood that for the purposes of this Section 8.1(b)(i), any such breach by a ParentParty shall be considered a breach by Parent);

(ii) ifthe condition set forth in Section 7.1(b) is not satisfied and the Legal Restraint giving rise to such non-satisfaction hasbecome final and non-appealable; provided, however, that the right to terminate this Agreement under this Section8.1(b)(ii) will not be available to a Party if the issuance of such Legal Restraint was primarily due to the failure of such Party,and, in the case of Parent, the failure of any Parent Party to perform any of its obligations under this Agreement; or

(iii) ifthe Company Shareholder Approval has not been obtained at a duly convened Company Shareholders Meeting (including any due adjournmentthereof) at which a vote on the Merger was taken.

(c) bythe Company (acting at the recommendation of the Special Committee), if any Parent Party has breached any representation, warranty, covenantor agreement contained in this Agreement, or if any representation or warranty of any Parent Party has become untrue, in each case, suchthat the conditions set forth in Section 7.2(a) or Section 7.2(b), as the case may be, could not be satisfiedas of the Closing Date; provided, however, that the Company may not terminate this Agreement pursuant to this ‎Section8.1(c) unless any such breach or failure to be true, if curable, has not been cured by the earlier of (i) 20 Business Days after writtennotice by the Company to Parent informing Parent of such breach or failure to be true and (ii) the day prior to the End Date; and provided, further,that the Company may not terminate this Agreement pursuant to this  Section 8.1(c) if the Company is then in breach ofthis Agreement in any material respect;

(d) bythe Company (acting at the recommendation of the Special Committee) prior to receipt of the Company Shareholder Approval, in order toenter into a definitive written agreement providing for a Superior Proposal in accordance with Section 5.5(d) (with such definitivewritten agreement being entered into substantially concurrently with such termination of this Agreement); provided thatthe Company pays the Company Termination Fee substantially concurrently with such termination;

(e) byParent, if the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, or if any representationor warranty of the Company has become untrue, in each case, such that the conditions set forth in Section 7.3(a), Section7.3(b) or Section 7.3(c), as the case may be, could not be satisfied as of the Closing Date; provided, however,that Parent may not terminate this Agreement pursuant to this Section 8.1(e) unless any such breach or failure to be true,if curable, has not been cured by the earlier of (i) 20 Business Days after written notice by Parent to the Company informing the Companyof such breach or failure to be true and (ii) the day prior to the End Date; and provided, further, that Parentmay not terminate this Agreement pursuant to this Section 8.1(e) if any Parent Party is then in breach of this Agreement,the Rollover Agreement or the Support Agreement in any material respect;

(f) byParent prior to the Company Shareholders Meeting if (i) an Adverse Recommendation Change has occurred (provided that the mere factthat a written notice was delivered by the Company to Parent in accordance with Section 5.5(d)(i) stating the Company’s intentionto make an Adverse Recommendation Change in advance thereof will not in and of itself result in Parent having any termination rights pursuantto this Section 8.1(f)), (ii) in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Actmade by a Third Party, the Special Committee fails to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, rejectionof such tender offer or exchange offer within 10 Business Days of the commencement of such tender offer or exchange offer or (iii) afterthe public disclosure of an Alternative Proposal and Parent’s request to reaffirm the Company Recommendation, the Special Committeefails to publicly reaffirm the Company Recommendation no later than the earlier of (A) five (5) Business Days after Parent so requestsin writing and (B) two (2) Business Days prior to the End Date; provided that the Company must receive the request fromParent at least 24 hours prior to such reaffirmation being required; and provided, further, that in no event will the Company orthe Special Committee be obligated to publicly reaffirm the Company Recommendation more than once with respect to each such publicly announcedAlternative Proposal or more than once with respect to each publicly announced material modification thereof; or

(g) bythe Company, if (i) all of the conditions set forth in Section 7.1 and Section 7.3 are satisfied or validly waived (otherthan those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of terminationcapable of being satisfied at the Closing), (ii) the Company irrevocably confirms to the Parent Parties in writing, on or following thedate on which the Closing is required to occur pursuant to Section 2.3, that it stands ready, willing and able to consummate theClosing and that all of the closing conditions set forth in Section 7.2 have been satisfied or validly waived (or would then besatisfied if the Closing were to occur as of the third (3rd) Business Day following delivery of such confirmation) and (iii) the ParentParties fail to consummate the Closing on or prior to the later of the date that the Closing should have occurred pursuant to Section2.3 and the third (3rd) Business Day following delivery of such confirmation of the Company referred to in clause (ii).

Section 8.2 Effect of Termination.

In the event of terminationof this Agreement by either Parent or the Company as provided in Section 8.1, this Agreement will forthwith become void andhave no effect, without any Liability on the part of the Parties (or any shareholder or Representative of a Party), other than Liabilityarising from Section 6.6, Section 6.10(h), this Section 8.2, Section 8.3 and ArticleIX, which provisions will survive such termination of this Agreement; provided that nothing herein will relieve aParty from Liability resulting from such Party’s fraud or willful breach of this Agreement; provided, however, thatin no event will the Parent Parties or the Parent Related Parties have any Liability for monetary damages (including damages for fraud,willful breach, monetary damages in lieu of specific performance or otherwise) in the aggregate in excess of the amount of the ParentTermination Fee, the Enforcement Expenses and the Reimbursement Obligations and subject in all respects to the limitations set forth inSection 8.3(d), Section 8.3(e) and Section 8.3(f). For purposes of this Agreement, “willful breach” meansa material breach that is a consequence of an act or omission undertaken by the breaching Party with the knowledge that the taking of,or failure to take, such act would, or would reasonably be expected to, cause or constitute a breach of this Agreement. In addition tothe foregoing, no termination of this Agreement will affect the rights or obligations of any Party pursuant to the Non-Disclosure Agreementand the Limited Guarantee, which rights, obligations and agreements will survive the termination of this Agreement in accordance withtheir respective terms.

Section 8.3 Fees and Expenses.

Except as specifically providedfor herein, all fees and expenses incurred in connection with the Merger and the Transactions will be paid by the Party incurring suchfees or expenses, whether or not such transactions are consummated.

(a) TheCompany will pay to Parent a fee of $61,581,495.00 (the “Company Termination Fee”) if:

(i) theCompany terminates this Agreement pursuant to Section 8.1(d) (Superior Proposal) or Parent terminates this Agreementpursuant to Section 8.1(f) (Adverse Recommendation Change); or

(ii) (A)after the Agreement Date but prior to the termination of this Agreement pursuant to Section 8.1 (in the case of a terminationpursuant to Section 8.1(b)(i) (End Date) or Section 8.1(e) (Company Breach)) or the date of the Company ShareholdersMeeting (in the case of a termination pursuant to Section 8.1(b)(iii) (No Company Shareholder Approval)), an AlternativeProposal is publicly made by a Third Party to the Company or the Special Committee or is made directly to the Company’s shareholdersby a Third Party and in each case, not publicly withdrawn at least two (2) Business Days prior to the Company Shareholders Meeting; (B)thereafter this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(i) (End Date) or by Parentpursuant to Section 8.1(b)(iii) (No Company Shareholder Approval) or Section 8.1(e) (Company Breach);and (C) within 12 months of such termination, (x) the Company enters into a definitive Contract for an Alternative Proposal and such AlternativeProposal is consummated (whether during or after such 12-month period) or (y) an Alternative Proposal is consummated; provided,however, that for purposes of this Section 8.3(a)(ii), the references to 20% in the definition of “Alternative Proposal”will be deemed to be references to 50%.

Any Company Termination Fee due under this Section8.3(a) will be paid by wire transfer of same-day funds (x) in the case of termination of this Agreement by the Company pursuant to Section8.1(d), substantially concurrently with and not later than the next Business Day following such termination, (y) in the case of terminationof this Agreement by Parent pursuant to Section 8.1(f), no later than the fifth (5th) Business Day immediately following thedate of such termination, and (z) in the case of clause ‎ (ii) above, on the date of consummationas referred to in clause (ii) (C) above.

(b) Notwithstandinganything to the contrary in this Agreement or otherwise, if this Agreement is validly terminated pursuant to Section 8.1, and Parentreceives full payment of the Company Termination Fee and Enforcement Expenses under the circumstances in which the Company TerminationFee is payable as provided in this Section 8.3, the receipt of the Company Termination Fee and Enforcement Expenses (if any)will be (i) the sole and exclusive remedy of the Parent Parties against the Company, its Affiliates and its Subsidiaries and any of theirrespective direct or indirect former, current or future general or limited partners, shareholders, members, managers, directors, officers,employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company Related Parties”) inrespect of this Agreement and the Transactions and for all losses and damages suffered as a result of the failure of the Transactionsto be consummated or for any breach or failure to perform hereunder or otherwise, and upon full payment of such amount (in circumstanceswhere the Company Termination Fee is payable), none of the Company Related Parties shall have any further liability or obligation whatsoeverrelating to or arising out of this Agreement or the Transactions and (ii) deemed to be liquidated damages for any and all damages or lossessuffered or incurred by the Parent Parties or their respective Affiliates in connection with this Agreement and the termination of thisAgreement (or any matter forming the basis for such termination), and neither the Parent Parties nor any of their respective Affiliatesor Parent Related Parties will be entitled to bring any Action or otherwise be entitled to any remedy against the Company or any of itsAffiliates or other Company Related Party, at law or in equity or otherwise, arising from or in connection with this Agreement (includingthe termination thereof) or any of the Transactions. Any payment of the Company Termination Fee will be payable only once and not in duplicationeven though such payment may be payable under one or more provisions of this Section 8.3. The Company Related Parties are intendedthird party beneficiaries of this Section 8.3(b).

(c) Inthe event that this Agreement is terminated (A) by the Company pursuant to Section 8.1(c) or Section 8.1(g) or (B) by Parentpursuant to Section 8.1(b)(i) in circumstances in which the Company had the right to terminate this Agreement pursuant to Section8.1(c) or Section 8.1(g), then within five (5) Business Days after demand by the Company, Parent shall pay to the Company afee equal to $172,428,187.00 (the “Parent Termination Fee”) by wire transfer of immediately available funds to an accountor accounts designated in writing by the Company.

(d) Notwithstandinganything to the contrary in this Agreement or otherwise, (x) if this Agreement is validly terminated pursuant to Section 8.1 underthe circumstances in which the Parent Termination Fee is payable in accordance with Section 8.1(c), the Company’s right toreceive payment of the Parent Termination Fee, the Reimbursement Obligations (if any) and the Enforcement Expenses (if any), to the extentowed pursuant to this Section 8.3, together with the Company’s right to enforce its rights under the Non-Disclosure Agreementand the Limited Guarantee and the Company’s right to specific performance pursuant to, and subject to the limitations of, Section9.10, will be the sole and exclusive remedies of the Company and its Affiliates and the Company Related Parties against (A) the ParentParties or the Sponsors; (B) the former, current and future holders of any equity, controlling persons, Affiliates, Representatives, members,directors, officers, employees, managers, general or limited partners, stockholders or shareholders and assignees of each of the ParentParties and the Sponsors and any holder of any equity, controlling person, Affiliate, Representative, member, manager, general or limitedpartner, stockholder or shareholder and assignee of any of the foregoing (such persons, excluding the Parent Parties, but including theSponsors, collectively, the “Parent Related Parties”); and (C) the Financing Sources, in respect of this Agreement,any agreement executed in connection herewith (including the Financing Letters, the Equity Commitment Letter and the Limited Guarantee)and the transactions contemplated hereby and thereby; and, upon payment to the Company in full of the Parent Termination Fee, ReimbursementObligations (if any) and Enforcement Expenses (if any), to the extent owed pursuant to this Section 8.3, none of the Parent Parties,the Parent Related Parties or the Financing Sources will have any liability or obligation to the Company or its Affiliates or any CompanyRelated Party relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters,the Equity Commitment Letter and the Limited Guarantee) or the Transactions (except that the Parties (or their Affiliates, if applicable)will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Non-DisclosureAgreement) including with respect to any breach of this Agreement by the Parent Parties or failure of any Parent Party to perform itsobligations hereunder (whether such breach or failure to perform is knowing, deliberate, willful (including a willful breach), intentional,unintentional or otherwise), or the failure of the Merger or the other Transactions to be consummated, and (y) if this Agreement is validlyterminated pursuant to Section 8.1(c) under the circumstances in which the Parent Termination Fee is not payable in accordancewith Section 8.3(c), the Company may seek to recover monetary damages from Parent for a willful breach (but, for the avoidanceof doubt, not for any other breach or failure to perform hereunder) that occurs prior to such termination, and in no event shall the Companyor its Affiliates or any Company Related Party seek or be entitled to obtain, nor will any other Person be entitled to seek or obtain,any monetary damages (including any consequential, special, indirect or punitive damages) from Parent, Merger Sub or any of the ParentRelated Parties relating to or arising out of this Agreement, any agreement executed in connection herewith, or the Transactions in excessof the amount of the Parent Termination Fee and, if applicable, the Enforcement Expenses and Reimbursement Obligations.

(e) TheParties acknowledge and agree that, while the Company may pursue a grant of specific performance in accordance with, and subject to thelimitations of, Section 9.10, and payment of the Parent Termination Fee or other monetary damages in accordance with, and subjectto the limitations of, this Section 8.3, in no event shall the Company or any Company Related Parties be entitled to obtain (i)both (x) a grant of specific performance pursuant to Section 9.10 that results in the Closing occurring and (y) payment of theParent Termination Fee or other monetary damages and any applicable Enforcement Expenses and Reimbursement Obligations to the extent owedor (ii) both (x) an award of monetary damages and (y) the Parent Termination Fee and, if applicable, Enforcement Expenses. In no eventshall Parent or the Company be required to pay the Parent Termination Fee or the Company Termination Fee, as applicable on more than oneoccasion. The Parent Related Parties and the Financing Sources are intended third party beneficiaries of Section 8.3(d), this Section8.3(e) and Section 8.3(f).

(f) Notwithstandinganything to the contrary in this Agreement (including Section 8.3(d), Section 8.3(e) and this Section 8.3(f)), ifthe Parent Termination Fee and, if applicable, the Enforcement Expenses and Reimbursement Obligations are paid to the Company in full,under no circumstances will any Company Related Party, or the Company Related Parties in the aggregate, be entitled to monetary damagesor monetary remedies for any claims, damages or other losses suffered as a result of the failure of the transactions contemplated by thisAgreement or in the Equity Commitment Letter or the Financing Letters to be consummated or for a breach or failure to perform hereunderor thereunder or for any representation made or alleged to have been made in connection herewith or therewith, in excess of the amountof the Parent Termination Fee and, if applicable, the Enforcement Expenses and Reimbursement Obligations.

(g) Acknowledgement.Each of the parties acknowledges and agrees that (i) the agreements contained in this Section 8.3 are an integralpart of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company TerminationFee or a Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuantto Section 8.3(a) or Section 8.3(c) are not a penalty but rather constitute liquidated damages in a reasonableamount that will compensate the Parent Parties or the Company, as the case may be, for the efforts and resources expended and opportunitiesforegone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions,and (iii) without the agreements contained in this Section 8.3, the parties would not have entered into this Agreement.Accordingly, if the Company or Parent fails to promptly pay any amount due pursuant to this Section 8.3, the Company or Parent,as applicable, shall pay to Parent or the Company, respectively, all reasonable and documented fees, costs and expenses of enforcement(including attorneys’ fees as well as expenses incurred in connection with any action initiated by such Party) (collectively, the“Enforcement Expenses”) provided, that in no event shall any Party be required to pay Enforcement Expenses inan aggregate amount exceeding $8,000,000.

Section 8.4 Amendment.

This Agreement may be amendedby the Parties at any time before or after receipt of the Company Shareholder Approval; provided, however, that(i) after receipt of the Company Shareholder Approval, no amendment that by Law, requires further approval by the Company’sshareholders will be made without the further approval of such shareholders, and (ii) except as provided above, no amendment of this Agreementwill be submitted to be approved by the Company’s shareholders unless required by Law. This Agreement may not be amended exceptby an instrument in writing signed on behalf of each of the Parties. Termination of this Agreement prior to the Effective Time will notrequire the approval of the shareholders of the Parent Parties or the Company.

Section 8.5 Extension; Waiver.

At any time prior to the EffectiveTime, the Parties may (in writing) (i) extend the time for the performance of any of the obligations or other acts of the other Parties;(ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant tothis Agreement; (iii) waive compliance with any covenants and agreements contained in this Agreement; or (iv) waive the satisfaction ofany of the conditions contained in this Agreement. No extension or waiver by the Company will require the approval of the Company’sshareholders unless such approval is required by Law but will be at the direction of and only be valid if approved by the Special Committee.Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in an instrument in writing signedon behalf of such Party. No failure or delay by any Party in exercising any right, power, or privilege hereunder will operate as a waiverthereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,power, or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided byLaw.

ArticleIX
GENERAL PROVISIONS

Section 9.1 Non survival of Representationsand Warranties.

None of the representations,warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement will survive the EffectiveTime. Notwithstanding the foregoing, this Section 9.1 will not limit the obligations of any Party under any covenantor agreement of such Party that by its terms contemplates performance after the Effective Time (including, for the avoidance of doubt,the covenants set forth in Section 6.12).

Section 9.2 Notices.

All notices, requests, claims,demands and other communications under this Agreement will be in writing (including email, so long as a receipt of such email is requestedand received and no “bounceback” or notice of non-delivery is received) and will be given to the addresses set forth below,or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

(a) ifto the Company, to:

Sapiens International Corporation N.V.

Azrieli Center

26 Harokmim St.

Holon, Israel 5885800

Email: [***]; [***]

Attention: Roni Al-Dor; Roni Giladi

with copies (which will not constitute notice) to:

Meitar Law Offices

16 Abba Hillel Road

Ramat Gan, Israel 5250608

Email: mrimon@meitar.com;ranc@meitar.com

Attention: Mike Rimon, Adv., Ran Camchy, Adv.

and

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Email: joshua.kiernan@lw.com; josh.dubofsky@lw.com; gilad.zohari@lw.com

Attention: Joshua Kiernan; Josh Dubofsky; Gilad Zohari

and

Walkers

The Scalpel, 11th Floor, 52 Lime Street

London, EC3M 7AF, United Kingdom

Email: neil.mcdonald@walkersglobal.com

Attention: Neil McDonald

(b) ifto Bidco, Parent or Merger Sub, to:

c/o Advent International, L.P.

800 Boylston Street

Boston, MA 02199

Attention: Advent Legal

Email: [***]

with copies (which will not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Willard S. Boothby, P.C.; Michael Chung

Email: willard.boothby@kirkland.com; michael.chung@kirkland.com

All such notices, requests andother communications will be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. New York Citytime on a Business Day in the place of receipt. Otherwise, any such notice, request, or communication will be deemed to have been receivedon the next succeeding Business Day in the place of receipt.

Section 9.3 Definitions.

(a) Forpurposes of this Agreement:

“102 Options”means Company Options subject to tax in accordance with Section 102(b)(2) or 102(b)(3) of the Ordinance.

“102 RSUs”means Company RSUs subject to tax in accordance with Section 102(b)(2) or 102(b)(3) of the Ordinance.

“102 Shares”means Common Shares issued upon exercise of 102 Options or vesting of 102 RSUs (including Common Shares issued upon exercise of awardsgranted under the Prior Company Share Plans) and deposited with the 102 Trustee.

“102 Trustee”means the trustee nominated by the Company as trustee for the Company Share Plans in accordance with Section 102.

“3(i) Options”means Company Options subject to Tax in accordance with Section 3(i) of the Ordinance.

“3(i) RSUs”means Company RSUs subject to Tax in accordance with Section 3(i) of the Ordinance.

“Action”means any criminal, judicial, administrative or arbitral action, audit, charge, claim, complaint, qui tam action, demand, hearing, investigation,audit, litigation, arbitration, mediation, proceeding, summons, subpoena or suit, whether civil, criminal, administrative, judicial orinvestigative, whether formal or informal, whether public or private, commenced, brought, conducted or heard by or before, or otherwiseinvolving, any Governmental Entity.

“Adverse RecommendationChange” will occur if the Company Board (acting at the recommendation of the Special Committee) or the Special Committee (a)adopts, approves or recommends, or publicly proposes to adopt, approve or recommend to the shareholders of the Company, an AlternativeProposal or take any action or make any statement inconsistent with the Company Recommendation or the Special Committee Recommendation,(b) fails to include the Company Recommendation or the Special Committee Recommendation in the Proxy Statement when required under thisAgreement; (c) fails to make, changes, withholds, withdraws, qualifies or modifies or authorizes, resolves or proposes publicly to change,withhold, withdraw, qualify or modify the Company Recommendation or the Special Committee Recommendation in a manner adverse to the ParentParties; (d) takes any public action, or makes any public statement, filing or release adverse to the Company Recommendation or the SpecialCommittee Recommendation (including recommending against the Merger or approving, endorsing or recommending any Alternative Proposal),(e) fails to publicly reaffirm the Company Recommendation following any Alternative Proposal or any material modification thereto havingbeen publicly made, proposed or communicated (and not publicly withdrawn) within five (5) Business Days after Parent so requests in writing,(f) in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act made by a Third Party, fails to recommend,in a Solicitation/Recommendation Statement on Schedule 14D-9, rejection of such tender offer or exchange offer within 10 Business Daysof the public commencement of such tender offer or exchange offer or (g) publicly proposes or agrees to any of the foregoing.

“Affiliate”of any Person means (a) another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, oris under common control with, such first Person; provided that for purposes of this definition as used in this Agreement,none of the Company or any of the Company Subsidiaries will be deemed to be Affiliates of the Sponsors or the Parent Parties, or viceversa, prior to Closing, and (b) this definition will not preclude the SEC from determining that, for purposes of Rule 13e-3 of the ExchangeAct, a Party should be deemed an Affiliate and a “filing person” for purposes of the Schedule 13E-3 and, in that case, suchParty will be subject to the same cooperating obligations set forth under clauses of (b) through (d) of Section 6.1. Notwithstandinganything to the contrary in this Agreement, none of the Sponsors, their Affiliates or portfolio companies (other than the Company andits Subsidiaries from and after the Closing) shall be considered Affiliates of the Parent Parties for purposes of Section 5.4 (exceptto the extent listed on Section 5.4 of the Parent Disclosure Letter) or Section 6.3 (other than Section 6.3(b) forwhich the Sponsors shall be deemed to be Affiliates of the Parent Parties).

“Alternative Proposal”means any proposal or offer (whether or not in writing), other than from the Parent Parties or their respective Affiliates, with respectto any (a) merger, amalgamation, scheme of arrangement, consolidation, share exchange, recapitalization, liquidation, dissolution or otherbusiness combination, or tender offer, share purchase or other transaction involving or relating to the Company, or any of the CompanySubsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated total assets of the Company orto which 20% or more of the consolidated total revenue or net income of the Company are attributable, that would result in any Third Partybeneficially owning, directly or indirectly, in one or a series of related transactions 20% or more of the outstanding equity interestsor consolidated total assets of the Company or any successor or parent company thereto; (b) transaction in which any Person (or the shareholdersof any Person) will acquire, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formationof any group that beneficially owns or has the right to acquire beneficial ownership of, 20% or more of any class of Common Shares orsecurities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing20% or more of any class of Common Shares of the Company; or (c) any combination of the foregoing (in each case, other than the Transactions).

“Anti-Bribery Legislation”means all and any of the following: the U.S. Foreign Corrupt Practices Act of 1977; the U.K. Bribery Act 2010, and any other applicableLaws relating to bribery or corruption.

“Antitrust Law”shall mean the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the Hard-Scott-Rodino Antitrust Improvements Act of 1976and the rules promulgated thereunder (the “HSR Act”), the Federal Trade Commission Act of 1914 and all Laws, in any jurisdiction,whether domestic or foreign, national or supranational, in each case, that are designed or intended to prohibit, restrict or regulateactions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition orthe creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactionscontemplated by this Agreement.

“Applicable Subsidiary”shall mean the applicable Subsidiary of the Surviving Company at which a Person who was, immediately prior to the Effective Time, a holderof a Company Option or Company RSU, is employed.

“Bidco Board”means the Board of Directors of Bidco.

“Business Day”means any day on which the principal offices of the SEC in Washington, D.C. and the offices of the Registrar of Companies in the CaymanIslands are open to accept filings or, in the case of determining a date when any payment is due, any day on which banks are not requiredor authorized to close in (i) New York, New York, (ii) London, United Kingdom, (iii) Tel Aviv, Israel or (iv) the Grand Duchy of Luxembourg.

“Code” meansthe United States Internal Revenue Code of 1986.

“Company Balance Sheet”means the unaudited consolidated balance sheet of the Company as of the Company Balance Sheet Date and the footnotes thereto set forthin the Company SEC Documents.

“Company Balance SheetDate” means March 31, 2025.

“Company Benefit Plan”means each (a) “employee benefit plan” (as defined in Section 3(3) of ERISA), (b) severance pay, salary continuation, payin lieu of notice, employment, consulting, bonus, incentive, retention, change in control, compensation, shares option, shares purchase,shares unit, restricted shares, or other plan, agreement, practice, custom, arrangement, program or policy providing for equity or equity-basedcompensation or other forms of incentive or deferred compensation, fringe benefit, loan, relocation, repatriation, expatriation, healthinsurance, life insurance, disability insurance, retirement, provident fund, pension, profit sharing or deferred compensation plan, contract,program, fund, policy or arrangement of any kind, and (c) each other benefit or compensation plan, contract, program, fund, policy orarrangement (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic) and any trust, escrow or similaragreement related thereto, whether or not funded, in respect of any present or former employees, directors, officers, shareholders, consultantsor individual independent contractors of the Company or a Company Subsidiary (or dependents or beneficiaries thereof); that, in each ofthe case of (a) through (c), is sponsored, maintained, contributed to, or required to be contributed to, by the Company or a Company Subsidiary,or with respect to which the Company or a Company Subsidiary has or could reasonably be expected to have any Liability (including on accountof an ERISA Affiliate).

“Company Board”means the Board of Directors of the Company.

“Company Material AdverseEffect” means any fact, event, occurrence, violation, inaccuracy, circumstance, change, effect, event, development or othermatter that, individually or in the aggregate with all other facts, events, occurrences, violations, inaccuracies, circumstances, changes,effects, events, developments or other matters (each, an “Effect”), is or would reasonably be expected to (i) havea material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of the Companyand the Company Subsidiaries, taken as a whole or (ii) prevent, materially delay or impair the consummation by the Company of the Merger,excluding, solely in the cause of clause (i) any such Effect to the extent resulting from:

(a) changesin general economic, political, regulatory or legislative conditions or the financial, securities, credit or other capital markets (includingchanges in interest or currency exchange rates, tariffs or trade wars, commodity prices or raw material prices, increases in operatingcosts or capital expenses (including any disruption thereof) and any stoppage or shutdown of any activity by the U.S., Israeli or CaymanIslands government or otherwise or any default by the U.S., Israeli or Cayman Islands government or delays or failure to act by any GovernmentalEntity);

(b) changesgenerally affecting the industry in which the Company and the Company Subsidiaries operate, including cyclical fluctuations and trends;

(c) geopoliticalconditions, acts of war and/or other hostilities, in each case including any outbreak or escalation thereof (whether or not declared),as well as sabotage or terrorism act (including cyber terrorism);

(d) anyhurricane, tornado, tsunami, flood, volcanic eruption, earthquake, nuclear incident, pandemic, epidemic, plague, disease outbreak, quarantinerestrictions, other outbreak or illness or public health event (whether human or animal), or other natural or man-made disaster, otherthan any changes involving any existing conflicts, acts of war or disputes;

(e) changesin GAAP (or interpretation or enforcement thereof) or applicable Law;

(f) changesin the market price or trading volume of the Common Shares or the credit rating of the Company (provided that an Effect underlyingor that contributed to such changes may, to the extent not excluded under another clause herein, be taken into account in determiningwhether there has been a Company Material Adverse Effect);

(g) thefailure of the Company and the Company Subsidiaries to meet internal, published or analysts’ expectations or projections, performancemeasures, operating statistics, budgets, guidance, estimates, or revenue, earnings or other financial or operating metric predictions(provided that an Effect underlying or that contributed to such failure may, to the extent not excluded under another clauseherein, be taken into account in determining whether there has been a Company Material Adverse Effect);

(h) thenegotiation, execution, announcement, pendency or consummation of the Transactions (including the Merger), including any litigation arisingtherefrom (including any litigation arising from allegations of a breach of duty or violation of applicable Law), including the announcement,pendency or consummation of the Transactions, in each case, solely to the extent attributable to the identity of the Parent Parties, theSponsors or their respective Affiliates, including the impact thereof on relationships, contractual or otherwise, with any GovernmentalEntity or any customers, suppliers, distributors, licensors, licensees, partners or employees of the Company or the Company Subsidiaries(it being understood that this clause (h) will not apply to the term “Company Material Adverse Effect” as used in Section3.9, any representation or warranty contained in this Agreement to the extent that such representation and warranty expressly addressesthe consequences resulting from the execution and delivery of this Agreement (including Section 3.4 and Section 3.5),the announcement or pendency of this Agreement, the consummation of the Transactions, or the performance of obligations hereunder or thereunder,or Section 7.3(a) with respect to any such representation or warranty);

(i) anyshareholder Action in respect of this Agreement (or the Transactions), or the Proxy Statement or the Schedule 13E-3 (including breachof fiduciary duty and disclosure claims); and

(j) anyaction taken by the Company or the Company Subsidiaries (A) at the written direction of Parent or (B) required by the express terms ofthis Agreement; provided that notwithstanding the foregoing, in the cases of clauses (a), (b), (c), (d) and (e), to the extentsuch Effect have had a disproportionately adverse effect on the Company and the Company Subsidiaries relative to the other companies operatingin the industry in which the Company and the Company Subsidiaries operate, then only such incremental disproportionate adverse effectmay be taken into account in determining whether a Company Material Adverse Effect has occurred (and then only to the extent such incrementaldisproportionate adverse effect is not excluded by the other exceptions in this definition).

“Company Options”means stock options to purchase Common Shares of the Company, granted under the terms and conditions set forth under the Company SharePlans.

“Company-Owned IntellectualProperty” means all Intellectual Property that is owned or purported to be owned by the Company or a Company Subsidiary.

“Company Series B Debentures”means the unsecured, non-convertible Series B debentures of the Company due on January 1, 2026.

“Company RSUs”means a restricted share unit awards granted under terms and conditions set forth under the Company Share Plans.

“Company ShareholderApproval” means the affirmative vote of at least two-thirds (in person or by proxy) of the voting power of the Company’soutstanding Common Shares, voting together as a single class, entitled to vote and actually voting at the Company Shareholders Meeting,authorizing and approving this Agreement, the Plan of Merger and the Transactions.

“Company Share Plans”means (i) the Sapiens International Corporation N.V. 2011 Share Incentive Plan, (ii) the Sapiens International Corporation N.V. 2021 StockIncentive Plan, and (iii) the Prior Company Share Plans.

“Company Subsidiary”means any Subsidiary of the Company.

“Contract”means, with respect to any Person, any legally binding agreement, contract, note, bond, deed, mortgage, lease, sublease, license, sublicense,option, instrument, commitment, covenant-not-to-sue, or other legally binding arrangement (in each case, other than purchase orders, invoicesor statements of work): (a) to which such Person is a party; (b) by which such Person or any of its assets are legally bound or underwhich such Person has any legal obligation; or (c) under which such Person has any legal right or legal interest.

“Deed of Trust”means that certain deed of trust entered on September 12, 2017 by and between the Company and Mishmeret Trust Services Company Ltd. inconnection with the Company Series B Debentures.

“ERISA”means the Employee Retirement Income Security Act of 1974, as amended, and the regulations issued thereunder.

“ERISAAffiliate” means any Person that at an applicable time would be treated with the Company or any of its Subsidiaries as a singleemployer pursuant to Section 414 of the Code or Section 4001(b)(1) of ERISA.

“Exchange Act”means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.

“Excluded Shares”means, collectively, (i) Common Shares held by Parent, Merger Sub or any of their respective Subsidiaries, (ii) Common Shares held bythe Company or any Subsidiary of the Company or held in the Company’s treasury and (iii) any Non-Rollover Shares held by MergerSub pursuant to Section 1.1(a).

“Exclusivity Agreement”means the exclusivity agreement, dated as of June 9, 2025, as amended on July 7, 2025, entered into by and between the Company and AdventInternational, L.P., acting on behalf of funds under its management.

“FDI Laws”shall mean all Laws in any jurisdiction, whether domestic or foreign, in each case, any foreign investment federal, state or local Lawissued, enacted or promulgated by any Governmental Entity, that provides for national security and/or public order reviews in connectionwith the acquisition of any interests in or assets of a business.

“Financing Sources”means the Persons that have committed to provide or arrange any Debt Financing or Alternative Financing in connection with the Transactions,including the parties named in the Debt Commitment Letter and any joinder agreements, indentures or credit agreements entered into pursuantthereto or relating thereto, together with their Affiliates and Representatives involved in the Debt Financing and their permitted successorsand assigns.

“Government Official”means (a) an employee, officer or representative of, or any person otherwise acting in an official capacity for or on behalf of a GovernmentalEntity; (b) a legislative, administrative, or judicial official, regardless of whether elected or appointed; (c) an officer of or individualwho holds a position in a political party; (d) a candidate for political office; (e) an individual who holds any other official, ceremonial,or other appointed or inherited position with a government or any of its agencies; or (f) an officer or employee of a supranational organization(e.g., World Bank, United Nations, International Monetary Fund).

“Governmental Entity”means any U.S., Israeli, Cayman Islands or any other national, supranational, foreign, provincial, state, municipal or local government,governmental, regulatory or administrative authority, agency, body, branch, or bureau, boards, instrumentality or commission or any court,tribunal, judicial or arbitral body (public or private), industry or trade, including competition authorities and any institution or anyagency thereof. The term also includes officials, employees or representatives, of the entities outlined in this definition.

“Governmental Grant”means any grant, funding, incentive, subsidy, award, participation, exemption, status, cost sharing arrangement, reimbursement arrangementor other benefit, relief, support or privilege (including approval to participate in a program or framework without receiving financialsupport), including any application therefor, whether pending, approved, provided or made available by or on behalf of or under the authorityof any Governmental Entity, including the IIA or any related authorities or programs, the Israeli Investment Center, the ITA, the Stateof Israel, and any bi-, multi-national, regional or similar program, framework or foundation (including, for example, BIRD), the EuropeanUnion, and the Fund for Encouragement of Marketing Activities of the Israeli Government.

“IIA” meansthe Israel Innovation Authority, formerly known as the Office of the Chief Scientist of the Israeli Ministry of Economy and Industry.

“Indebtedness”means, with respect to any Person, without duplication, as of the date of determination, (a) all obligations of such Person for borrowedmoney, including accrued and unpaid interest, and any prepayment fees or penalties; (b) all obligations of such Person evidenced by bonds,debentures, notes or similar instruments; (c) all obligations of such Person issued or assumed as the deferred purchase price of property(including any potential future earn-out, purchase price adjustment, release of “holdback” or similar payment, but excludingtrade accounts payable of such Person incurred in the ordinary course of business); (d) all lease obligations (other than operating leases)of such Person that are required to be capitalized in accordance with GAAP on the books and records of such Person; (e) all Indebtednessof others secured by a Lien on property or assets owned or acquired by such Person, whether or not the Indebtedness secured thereby hasbeen assumed; (f) all obligations of such Person under interest rate, currency or commodity derivatives or hedging transactions or similararrangement (valued at the termination value thereof); (g) all letters of credit or performance bonds issued for the account of such Person,to the extent drawn upon and not reimbursed; and (h) all guarantees and keep-well arrangements of such Person of any Indebtedness of anyother Person, other than a wholly owned Subsidiary of such Person.

“Intellectual Property”means all intellectual property and other similar rights in any jurisdiction, whether registered or unregistered, including: patents (includingall reissues, divisionals, continuations, continuations-in-part and extensions thereof) and patent applications, moral rights, trademarks,trademark registrations, trademark applications, service marks, trade names, business names and brand names, including any and all goodwillassociated therewith; rights to sue for passing off or for unfair competition; rights in works of authorship, including copyright registrationsand copyright applications, and database rights; rights in computer software programs, including all rights in source code, object code,systems, specifications, network tools, data, databases, algorithms, models, firmware, designs and documentation related thereto, andartificial intelligence tools and technologies, including generative artificial intelligence tools and technologies (“Software”);internet domain names and social media handles; and rights in trade secrets and other information of a confidential and proprietary naturethat derives economic benefit from being held in confidence (“Trade Secrets”) and know-how.

“Interim Options TaxRuling” means an interim tax ruling from the ITA in form and substance acceptable to the Parent Parties (which approval shallnot unreasonably be withheld, delayed or conditioned) confirming, among other things, that the Parent Parties, the Company, the PayingAgent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made with respect 102 Options,102 RSUs, 3(i) Options, 3(i) RSUs and 102 Shares (which ruling may be subject to customary conditions regularly associated with such aruling).

“Intervening Event”means any material fact, event, circumstance or development or material change in circumstances with respect to the Company and the CompanySubsidiaries taken as a whole that (a) was neither known to the Company Board or the Special Committee nor reasonably foreseeable as ofthe Agreement Date and which becomes known to or by the Company Board or the Special Committee prior to receipt of the Company ShareholderApproval; and (b) does not relate to (i) any Alternative Proposal (or any matter relating thereto or consequence thereof); (ii) any events,changes or circumstances relating to the Parent Parties or any of their respective Affiliates, including the announcement or pendencyof this Agreement or the Transactions; (iii) changes after the Agreement Date in the market price or trading volume of the Common Sharesor the credit rating of the Company (it being understood that matters underlying the changes described in this clause (iii) may, to theextent not in contravention of the foregoing clause (a) or (b)(i), be deemed to constitute, or be taken into account, in determining whetherthere has been an Intervening Event); or (iv) the fact, in and of itself, that the Company meets, exceeds or fails to meet in any quantifiablerespect, any internal or analyst’s projections, guidance, budgets, expectations, forecasts or estimates for any period.

“ITA” meansthe Israel Tax Authority.

“IT Assets”means all computer systems, including Software and information technology hardware, firmware, middleware and platforms, interfaces, systems,networks, equipment, facilities, websites, infrastructure, workstations, switches and data communication lines owned, used or held foruse by the Company or any Company Subsidiary in connection with the conduct of their businesses as currently conducted.

“Judgment”means any order, decision, ruling, charge, writ, judgment, injunction, decree, stipulation, determination, award, settlement agreement,corporate integrity agreement, ruling, deferred prosecution agreement, subpoena, civil investigative demand, verdict, assessment or agreementissued, promulgated or entered by or with any Governmental Entity.

“Knowledge”means, with respect to any matter in question, the actual knowledge (after reasonable inquiry) of the officers of the Company or CompanySubsidiaries set forth on Schedule B.

“Labor Agreement”means any collective bargaining agreement or other Contract with any labor union, labor organization, or works council to which the Companyor any of its Subsidiaries are party or otherwise bound.

“Law” meansany national, supranational, state, provincial, municipal or local statute, law, resolution, constitution, treaty, ordinance, code, regulation,statute, rule, notice, regulatory requirement, Judgment, stipulation, determination, requirement or rule of law (including common law),code or edict issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any GovernmentalEntity.

“Leased Real Property”means each parcel of real property currently leased, subleased, or licensed by the Company or any Company Subsidiary.

“Liabilities”means any and all liabilities, obligations and Indebtedness, whether accrued or fixed, absolute or contingent, matured or unmatured ordetermined or undeterminable, on- or off-balance sheet or required to be recorded on a balance sheet prepared in accordance with GAAP,including those arising under any Law, those arising under any Contract, or otherwise.

“Lien” means,with respect to any property or asset, any lien, pledge, hypothecation, claim, mortgage, violation, charge, security interest, preferentialarrangement, restrictive covenant, or encumbrance, condition or restriction of any kind, and any other restriction on the use, voting,transfer, receipt of income or other exercise of any attributes of ownership.

“Made Available”means that the referenced documents or other information and materials were (a) made available to Parent or its Representatives priorto 11:00 a.m. Eastern Time on the Agreement Date, in the electronic data room established for Parent’s due diligence in connectionwith the Transactions or (b) included in the Company SEC Documents.

“Merger Sub Board”means the Board of Directors of Merger Sub.

“Minority Investment”means an entity, other than a Subsidiary of the Company, in which the Company or a Company Subsidiary owns or otherwise holds any equityinterest.

“Nasdaq”means the NASDAQ Global Select Market.

“Non-Disclosure Agreement”means the non-disclosure agreement, dated as of June 3, 2025 entered into by and between the Company and Advent International, Ltd.

“Non-Israeli Award”means any Company Option or Company RSU which is not a 102 Option, 102 RSU, 3(i) Option or 3(i) RSU.

“Non-Rollover Shares”means all of the Common Shares held by the Rollover Shareholder as of the Closing other than the Rollover Shares.

“Options Tax Ruling”means a ruling received by the Company from the ITA in form and substance acceptable to the Parent Parties (which approval shall not unreasonablybe withheld, delayed or conditioned), which provides, among other things, that: (i) the payments made with respect to 102 Options, 102RSUs and 102 Shares shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapseof the minimum holding period required by Section 102, (ii) the Parent Parties and anyone acting on their behalf (including the PayingAgent) shall be exempted from withholding tax in relation to any payments made under this Agreement to the Paying Agent, or the 102 Trusteein relation to 102 Options, 102 RSUs, 3(i) Options, 3(i) RSUs and 102 Shares and (iii) any future or contingent payment in relation to102 Options, 3(i) Options, 3(i) RSUs or 102 Shares shall be subject to Tax only upon payment to the holder of such 102 Options, 102 RSUs,3(i) Options, 3(i) RSUs or 102 Shares (which ruling may be subject to customary conditions regularly associated with such a ruling).

“Ordinance”means the Israeli Income Tax Ordinance [New Version] 5721—1961, as amended, and the rules and regulations promulgated thereunder.

“Parent Board”means the Board of Directors of Parent.

“Parent Material AdverseEffect” means any fact, event, occurrence, violation, inaccuracy, circumstance, change, effect, event, development or othermatter that, individually or in the aggregate with all other facts, events, occurrences, violations, inaccuracies, circumstances, changes,effects, events, developments or other matters, is or would reasonably be expected to materially adversely affect the ability of the ParentParties to perform their respective obligations under this Agreement, or prevent or materially impair or materially delay the consummationof the Merger or the other Transactions by the Parent Parties.

“Parent Parties”means, collectively, Bidco, Parent and Merger Sub.

“Permitted Liens”means, collectively, (a) suppliers’, mechanics’, cashiers’, workers’, carriers’, workmen’s, legalhypothecs, repairmen’s, materialmen’s, warehousemen’s, construction and other similar Liens arising or incurred by operationof law or otherwise incurred in the ordinary course of business for amounts (i) that are not yet due and payable or that are being contestedin good faith by appropriate proceedings and (ii) as to which appropriate reserves have been established in accordance with GAAP; (b)Liens for Taxes, utilities and other governmental charges (i) that are not due and payable or that are being contested in good faith byappropriate proceedings and (ii) as to which adequate reserves have been established in accordance with GAAP; (c) Liens imposed or promulgatedby Law or any Governmental Entity, including securities laws, requirements and restrictions of zoning, permit, license, building and otherapplicable Laws, and development, site plan, subdivision or other agreements with municipalities that do not, individually or in the aggregate,materially interfere with the business of the Company and the Company Subsidiaries as currently conducted; (d) non-exclusive licensesto Intellectual Property granted in the ordinary course of business; (e) statutory or other Liens of landlords to the extent such Liensare not currently enforceable as a result of a breach or default by the Company or any Company Subsidiary; (f) pledges and deposits madein the ordinary course of business to secure payments of worker’s compensation, unemployment insurance or other types of socialsecurity benefits or the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), public or statutoryobligations, and surety, stay, appeal, customs or performance bonds, or similar obligations arising in each case in the ordinary courseof business; (g) with respect to the Leased Real Property, easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entryor other similar restrictions, including any other agreements, conditions or restrictions affecting the Leased Real Property that do not,individually or in the aggregate, materially interfere with current use or occupancy of the applicable Leased Real Property; (h) Lienscreated by the Parent Parties or any of their respective Affiliates; (i) purchase money Liens and Liens securing obligations under capitallease arrangements; and (j) Liens set forth in Section 9.3 of the Company Disclosure Letter.

“Person”means any natural person, firm, corporation, partnership, company, exempted company, limited liability company, trust, joint venture,association, Governmental Entity, or other entity.

“Personal Information” meansinformation about an identified or identifiable individual and any “personal information”, “personal information”,“personal data”, “personally identifiable information”, or “protected health information” as definedunder applicable Privacy Law.

“Plan of Merger”means the Plan of Merger, together with the articles of association attached as an annex thereto, in each case, in the form attached heretoas Exhibit A, to be executed and delivered by the Company and Merger Sub under the CICA as provided by the terms hereof.

“Prior Company SharePlans” means the (i) Sapiens International Corporation N.V. 1992 Stock Option and Incentive Plan, (ii) Sapiens InternationalCorporation N.V. 2003 Share Option Plan, and (iii) Sapiens International Corporation N.V. 2005 Special Incentive Share Option Plan, eachof which has expired prior to the Agreement Date in accordance with its terms.

“Privacy Laws”shall mean all (i) applicable Laws governing and (ii) applicable provisions of Contracts to which the Company or the Company Subsidiariesare bound relating to, the collection, privacy, processing, use, and security of Personal Information, as well as with respect to Laws,any regulations promulgated thereunder.

“Redacted Fee Letter”means a fee letter with a Financing Source with respect to the Debt Financing in which the only redactions are pricing, fee amounts, “priceflex” and other economic or “flex” provisions that are customarily redacted in connection with merger agreements ofthis type; provided that, in each case, such redactions do not relate to any terms that would be reasonably likely to adverselyaffect the conditionality, enforceability, availability or termination of the Debt Financing or reduce the amount of the Debt Financingto an amount that, when taken together with the amount of the Equity Financing, is less than the amount necessary to pay the AggregateMerger Consideration on the Closing Date.

“Reimbursement Obligations”means Parent’s obligations pursuant to Section 6.10(h).

“Representatives”means, with respect to any Person, such Person’s Affiliates, officers, directors, managers, employees, accountants, consultants,legal counsel, financial advisors, and agents and other advisors and representatives acting on its behalf.

“Rollover Shares”means 6,896,552 Common Shares held by the Rollover Shareholder as of the Agreement Date.

“Sanctioned Country”means, at any time, a country, region, or territory that is itself the subject of comprehensive Sanctions (currently, Cuba, Iran, Lebanon,North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic and Luhansk People’s Republic regions).

“Sanctioned Person”means any Person that is: (a) identified on any Sanctions-related list of designated Persons maintained by (i) the Office of Foreign AssetsControl of the U.S. Department of the Treasury or the U.S. Department of State (“OFAC”), (ii) the United Nations SecurityCouncil, (iii) the European Union, (iv) any Israeli Governmental Entity or (v) the United Kingdom; (b) any person that is located, organized,or ordinarily resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons described in the foregoingclauses (a) or (b).

“Sanctions”means economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) any Israeli Governmental Entity,(b) OFAC; (c) the United Nations Security Council; (d) the European Union; (e) the United Kingdom; or (f) sanctions as implemented underthe laws of the Cayman Islands or extended to the Cayman Islands by the Orders of His Majesty in Council, except to the extent inconsistentwith U.S. Law.

“SEC” meansthe U.S. Securities and Exchange Commission.

“Section 102”means Section 102 of the Ordinance.

“Section 3(i)”means Section 3(i) of the Ordinance.

“Securities Act”means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Service Provider”means, at any time, any director, officer, employee, consultant or individual independent contractor of the Company or any of the CompanySubsidiaries (including any Applicable Subsidiary).

“Special Committee”means the special committee of the Company Board consisting solely of directors independent of the Parent Parties, their respective Affiliates,the Company (other than in their capacity as member of the Company Board) and the Company Subsidiaries formed in connection with the Transactions.

“Specified BusinessConduct Laws” means: (a) the Anti-Bribery Legislation; (b) applicable Sanctions; (c) all applicable Laws relating to the import,export, re-export, or transfer of information, data, goods, and technology, including the Export Administration Regulations administeredby the U.S. Department of Commerce, the International Traffic in Arms Regulations administered by the U.S. Department of State and customsLaws and regulations administered by U.S. Customs and Border Protection; and (d) the Money Laundering Control Act, the Currency and ForeignTransactions Reporting Act, The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct TerrorismAct of 2001, and other applicable Laws relating to money laundering.

“Sponsors”means each of (i) Advent International GPE X Limited Partnership, (ii) Advent International GPE X-C Limited Partnership, (iii) AdventInternational GPE X-D SCSp, (iv) Advent International GPE X-G Limited Partnership, (v) Advent Partners GPE X Limited Partnership, (vi)Advent Partners GPE X-B Limited Partnership, (vii) Advent Partners GPE X-C (Cayman) Limited Partnership, (viii) Advent Partners GPE X-C-1(Cayman) Limited Partnership, (ix) Advent International GPE X-A SCSp, (x) Advent International GPE X-B Limited Partnership, (xi) AdventInternational GPE X-E SCSp, (xii) Advent Partners GPE X-A Limited Partnership, (xiii) Advent Partners GPE X-C SCSp, (xiv) Advent PartnersGPE X-D Limited Partnership, (xv) Advent Global Technology II Limited Partnership, (xvi) Advent Global Technology II-A SCSp, (xvii) AdventGlobal Technology II-B Limited Partnership, (xviii) Advent Global Technology II-C Limited Partnership, (xix) Advent Partners AGT II LimitedPartnership, (xx) Advent Partners AGT II-A Limited Partnership, (xxi) Advent Partners AGT II-B Limited Partnership and (xxii) Advent PartnersAGT II-C SCSp.

“Subsidiary”with respect to any entity, means that such entity is a “Subsidiary” of another Person if (a) such other Person directly orindirectly owns, beneficially or of record (i) an amount of voting securities or other interests in such entity, or a contractual or similarright, that is sufficient to enable such Person to elect at least a majority of the members of such entity’s board of directorsor other governing body or (ii) at least a majority of the outstanding equity interests of such entity, or (b) such other Person is amanaging or controlling member or general partner of such entity.

“Superior Proposal”means any bona fide written proposal or offer made by a Third Party, which was not obtained in violation of Section 5.5, pursuantto which such Third Party would acquire, directly or indirectly, more than 50% of the Common Shares or consolidated total assets of theCompany and the Company Subsidiaries, taken as a whole; (a) on terms that the Company Board (acting at the recommendation of the SpecialCommittee) or the Special Committee determines in good faith (after consultation with outside counsel and outside financial advisors)to be more favorable from a financial point of view to the holders of Common Shares than the Merger and to be reasonably likely to beconsummated in accordance with its terms, in each case, taking into account all factors that the Company or the Board acting on the recommendationof the Special Committee, or the Special Committee, determines are relevant (but shall include the identity of the counterparty, the materialterms and conditions of such proposal and this Agreement (including any changes proposed by the Parent Parties to the terms of this Agreement),the certainty of value presented by such proposal, and the expected timing and likelihood of consummation of such proposal), (b) the conditionsto the consummation of which the Company Board (acting at the recommendation of the Special Committee) or the Special Committee determinesin good faith (after consultation with outside counsel and outside financial advisors) reasonably capable of being satisfied, taking intoaccount all financial, regulatory, legal and other aspects of such proposal and (c) in respect of which it has been demonstrated to thesatisfaction of the Company Board (acting at the recommendation of the Special Committee) or the Special Committee, in its good faithjudgment (after consultation with outside counsel and outside financial advisors) that adequate arrangements have been made in respectof any financing required to consummate such proposal.

“TASE” meansthe Tel-Aviv Stock Exchange Ltd.

“Tax Returns”means any return, declaration, report, estimate, election, claim for refund or information return or other statement or form filed orrequired to be filed with any taxing Governmental Entity with respect to Taxes, including any schedule or attachment thereto, and includingany amendment thereof.

“Taxes” meansany federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium,windfall profits, environmental, customs duties, capital shares, franchise, profits, withholding, social security, unemployment, disability,digital services, real property, personal property, sales, use, transfer, registration, ad valorem, value added, alternative or add-onminimum or estimated tax, charge, duty, fee, levy, impost or other tax or assessment of any kind whatsoever imposed by a GovernmentalEntity, including any interest, penalty, or addition thereto, whether disputed or not.

“Third Party”means any person or “Group” (as defined under Section 13(d) of the Exchange Act) of persons, other than any Parent Party orany of its Affiliates or Representatives.

“Tax Authority”means any Governmental Entity (domestic or foreign) responsible for the imposition or collection of any Tax.

“Transactions”means the transactions contemplated by this Agreement and the Plan of Merger, including the Merger.

“Unvested Company Option”means each outstanding Company Option as of immediately prior to the Effective Time that is not a Vested Company Option.

“Unvested Company RSU”means each outstanding Company RSU as of immediately prior to the Effective Time that is not a Vested Company RSU.

“UK” meansthe United Kingdom of Great Britain and Northern Ireland.

“Vested Company Option”means (a) a Company Option that is unexpired, outstanding, and vested as of immediately prior to the Effective Time or that vests in accordancewith their terms, as in effect on the Agreement Date, as a result of the consummation of the Merger, and (b) any Company Option as setforth on Section 9.3(b)(1) of the Company Disclosure Letter.

“Vested Company RSU”means (a) a Company RSU that is unexpired, outstanding, and vested as of immediately prior to the Effective Time or that vests in accordancewith their terms, as in effect on the Agreement Date, as a result of the consummation of the Merger, and (b) any Company RSU as set forthon Section 9.3(b)(2) of the Company Disclosure Letter.

“WARN” meansthe Worker Adjustment and Retraining Notification Act of 1988 and any similar Laws.

“Valid Tax Certificate”means a certificate, ruling or any other written instructions regarding Tax withholding, issued by the ITA in customary form and substancesatisfactory to the Israeli Withholding Agent, that is applicable to the payments to be made to any Person pursuant to this Agreementand stating that no withholding, or reduced withholding, of Israeli Tax is required with respect to such payment, or providing any otherinstructions regarding Tax withholding.

For purposes of this Agreement,the following terms have the meanings specified in the indicated Section of this Agreement:

Section 9.4 Interpretation.

(a) Whena reference is made in this Agreement to an Article, a Section or an Exhibit, such reference will be to an Article, a Section or an Exhibitof or to this Agreement unless otherwise indicated. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporatedin and made a part of this Agreement as if set forth herein. The table of contents, index of defined terms and headings contained in thisAgreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Any capitalizedterm used in any Exhibit or Schedule but not otherwise defined therein has the meaning assigned to such term in this Agreement. Wheneverthe words “include,” “includes” or “including” are used in this Agreement, they will be deemed tobe followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,”“herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreementas a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent”in the phrase “to the extent” will mean the degree to which a subject or other thing extends, and such phrase will not meansimply “if.” “Writing”, “written” and comparable terms refer to printing, typing and other means ofreproducing words (including electronic media) in a visible form. When used in reference to the Company or any Company Subsidiaries, theterm “material” shall be measured against the Company and the Company Subsidiaries, taken as a whole. The following generalrules apply: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders;the feminine gender will include the masculine and neuter genders; and the neuter gender will include the masculine and feminine genders.Any Law defined or referred to herein or in any agreement or instrument that is referred to herein will include any modification, amendmentor re-enactment thereof, and any Law substituted therefor, in each case, as of the time of inquiry, representation, or covenant and allrules, regulations and statutory instruments issued or related to such Law. Any reference to a Governmental Entity will be also deemedto refer to any successor thereto unless the context requires otherwise. A reference to any agreement (including this Agreement), or Contractis, unless otherwise specified, to the agreement, Contract as amended, modified, supplemented or replaced prior to the Agreement Date(and Made Available to Parent). Neither the specification of any dollar amount in this Agreement nor the inclusion of any specific itemin the Schedules or Exhibits is intended to imply that such amounts or higher or lower amounts, or the items so included or other items,are or are not material, and no Party will use the fact of setting of such amounts or the fact of the inclusion of such item in the Schedulesor Exhibits in any dispute or controversy between or among the Parties as to whether any obligation, item or matter is or is not materialfor purposes of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing between the Partieswill be used in the interpretation or construction of this Agreement. Although the same or similar subject matters may be addressed indifferent provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expresslyprovided in this Agreement, each such provision will be read separately, be given independent significance and not be construed as limitingany other provision of this Agreement (whether or not more general or more specific in scope, substance or content). References hereinto a Person are also to its successors and permitted assigns. Unless otherwise specifically indicated, all references to “$”will be deemed references to the lawful money of the United States of America. Any reference to “days” means calendar daysunless Business Days are expressly specified. When calculating the period of time before which, within which or following which any actis to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedand, if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

(b) EachParty represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counselof its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent,if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) havecarefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such Party’s respectivecounsel, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreementfree from coercion, duress or undue influence. The Parties have participated jointly in the negotiation and drafting of this Agreementin connection with the Transactions, with the opportunity to seek advice as to their legal rights from such counsel. In the event an ambiguityor a question of intent or interpretation arises, this Agreement is to be construed as jointly drafted by the Parties hereto and no presumptionor burden of proof is to arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement or byreason of the extent to which any such provision is inconsistent with any prior draft hereof.

Section 9.5 Severability.

If any term or other provisionof this Agreement is held by a court of competent jurisdiction or other Governmental Entity to be invalid, illegal or incapable of beingenforced by any rule or Law, or public policy (a) such term or other provision will be fully separable; (b) this Agreement will be construedand enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof; and (c) all other conditions andprovisions of this Agreement will nevertheless remain in full force and effect so long as either the economic or legal substance of theTransactions is not affected in any manner materially adverse to any Party or such Party waives its rights under this Section9.5 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possiblein an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

Section 9.6 Counterparts.

This Agreement may be executedin two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature) or other transmission methodand any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. Untiland unless each party has received a counterpart hereof signed by each other party hereto, this Agreement shall have no effect and noparty shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 9.7 Entire Agreement; No Third-PartyBeneficiaries.

This Agreement, taken togetherwith the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, including the CompanyDisclosure Letter, the Exclusivity Agreement, the Non-Disclosure Agreement, the Financing Letters, the Equity Commitment Letter, the LimitedGuarantee, the Rollover Agreement, and the Support Agreement (a) constitutes the entire agreement, and supersedes all prior agreementsand understandings, both written and oral, among the Parties with respect to the Merger and the Transactions; and (b) except for ArticleII, Section 6.4, Section 8.3(b), Section 8.3(d), Section 8.3(e), Section 8.3(f), Section9.13 and Section 9.14, this Agreement is not intended to confer upon any Person other than the Parties any rights or remedies;provided that following the Effective Time, (i) the provisions of Section 6.4 shall be enforceable by the Company IndemnifiedParties as provided therein, (ii) the provisions of Article II shall be enforceable by each equity holder of the Company, as applicable,solely to the extent necessary for any such Person to receive the consideration to which it is entitled pursuant to Article II,as applicable and (iii) the provisions of Section 6.12(e) shall be enforceable by the Rollover Shareholder.

Section 9.8 Governing Law.

This Agreement, including allmatters of construction, validity and performance and any action or counterclaim (whether in contract, tort, equity or otherwise) directlyor indirectly arising out of or relating to this agreement or any of the transactions or the negotiation, administration, performanceand enforcement hereof, will be governed by, and construed in accordance with, the laws of the State of New York, regardless of the lawsthat might otherwise govern under any applicable principles of choice or conflicts of laws of the State of New York, except to the extentthe provisions of the laws of the Cayman Islands are mandatorily applicable, including regarding: the Merger, the vesting of the undertaking,property and liabilities of each of Merger Sub and the Company in the Surviving Company, the cancellation of the Common Shares and ExcludedShares, the rights provided for in Section 238 of the CICA with respect to any Dissenting Shares, the fiduciary or other duties of theSpecial Committee, the Company Board, the Parent Board and the Merger Sub Board and the internal corporate affairs of the Company andMerger Sub.

Section 9.9 Assignment.

Neither this Agreement nor anyof the rights, interests or obligations under this Agreement will be assigned, in whole or in part, by operation of Law or otherwise byany of the Parties without the prior written consent of the other Parties; provided, that any Parent Party may transfer or assignits rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more Affiliates at any time and(ii) after the Effective Time, to any Person (provided, in each case of sub-section (i) and (ii), that (x) no such assignment shallrelieve such Parent Party of its obligations under this Agreement or enlarge, alter or change any obligation of any party hereto or dueto such Parent Party and (y) no such assignment shall be made in the event the effect of such assignment would be reasonably expectedto give rise to increase any liability for withholding Taxes on any payments made pursuant to the Agreement). Any purported assignmentwithout such consent will be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, andbe enforceable by the Parties and their respective successors and assigns.

Section 9.10 Specific Enforcement; Jurisdiction;Venue.

(a) TheParties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performedin accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequateremedy therefor. It is accordingly agreed that, subject to Section 8.3(e), the Parties will be entitled to an injunction or injunctionsto prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement, includingthe right of a Party to cause the other Parties to consummate the Merger and the Transactions. It is agreed that, subject to Section8.3(e), the Parties are entitled to enforce specifically the performance of terms and provisions of this Agreement in any court referredto below, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connectionwith such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree,subject to Section 8.3(e), not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law, or inequitablefor any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. In addition, eachof the Parties irrevocably agrees that any Action arising out of or relating to this Agreement will be brought and determined in the competentcourts in the State of New York. Each of the Parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itselfand with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreementand the Transactions. Each of the Parties agrees not to commence any Action relating thereto except in the courts described above in NewYork, other than actions in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any such court inNew York as described herein. Each of the Parties further agrees that notice as provided herein will constitute sufficient service ofprocess and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionallywaives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relatingto this Agreement or the Transactions (a) any claim that it is not personally subject to the jurisdiction of the courts in New York asdescribed herein for any reason; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legalprocess commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,execution of judgment or otherwise); and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venueof such Action is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. In no eventmay a party receive both a grant of specific performance and monetary damages.

(b) NotwithstandingSection 9.10(a) or anything to the contrary in this Agreement, it is acknowledged and agreed that the Company will only be entitledto an injunction, specific performance or other equitable remedy to cause the Parent Parties to consummate the Closing in the event that(and only for so long as) (A) all of the conditions set forth in Section 7.1 and Section 7.3 have been satisfied (otherthan those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing);(B) all of the conditions to the consummation of the Debt Financing provided by the Debt Commitment Letter have been satisfied (otherthan the receipt of the Equity Financing and the satisfaction of those conditions that by their terms are to be satisfied at the Closing,each of which is capable of being satisfied at the Closing) and the full amount of the Debt Financing (or any Alternative Financing) hasbeen funded or will be funded at the Closing in accordance with the terms of the Debt Commitment Letter if the Equity Financing were fundedat the Closing, (C) the Company has irrevocably confirmed to the Parent Parties in writing that it is ready, willing and able to consummatethe Closing within five (5) Business Days and that all of the closing conditions set forth in Section 7.1 and Section 7.2have been satisfied or waived and (D) the Parent Parties fail to consummate the Merger within such five (5) Business Day period afterdelivery by the Company to the Parent Parties of the notice described in preceding clause (C).

Section 9.11 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY WAIVES,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF THISAGREEMENT, THE MERGER OR THE TRANSACTIONS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTYHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUALWAIVER AND CERTIFICATIONS IN THIS SECTION 9.11.

Section 9.12 Disclosure Letter and CompanySEC Document References.

The Parties agree that any referencein a particular Section of the Company Disclosure Letter will only be deemed to be an exception to (or, as applicable, a disclosure forpurposes of) (i) the representations and warranties (or covenants, as applicable) of the Company that are contained in the correspondingSection of this Agreement and (ii) any other representations and warranties of the Company that are contained in this Agreement, but onlyto the extent the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warrantieswould be reasonably apparent on its face, without review of the underlying documents, notwithstanding the omission of a cross-referenceto such other section or subsections.

Section 9.13 Non-Recourse.

Notwithstanding anything thatmay be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of thebenefits of this Agreement, each Party covenants, agrees and acknowledges that no Person other than the Parties hereto has any liabilities,obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and each Party has no right of recoveryunder this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability for such claimsshall attach to the former, present or future equity holders, controlling persons, directors, officers, shareholders, partners, membersor employees, general or limited partners, member, manager, Affiliate or agent of any of the foregoing (collectively, but not includingthe Parties hereto, each a “Non-Recourse Party”), through any other Party or otherwise, whether by or through attemptedpiercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter egoor otherwise by or through a claim, by or on behalf of any other Party against any Non-Recourse Party, by the enforcement of any assessmentor whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise. Without limiting the foregoing,no claim will be brought or maintained by any Party or any of its Affiliates or any of their respective successors or permitted assignsagainst any Non-Recourse Party that is not otherwise expressly identified as a party to this Agreement, and no recourse will be broughtor granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformanceof any of the representations, warranties, covenants or agreements of any party set forth or contained in this Agreement, any exhibitor schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of anyother Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section9.13.

Section 9.14 No Liability of FinancingSources.

None of the Financing Sourceswill have any liability to the Company or any Company Related Parties relating to or arising out of this Agreement, the Debt Financingor otherwise, whether at law or equity, in contract, in tort or otherwise, and neither the Company nor any Company Related Parties willhave any rights or claims against any of the Financing Sources hereunder or thereunder; provided, further, that nothingin this Section 9.14 shall limit the rights of the Company or Company Related Parties from and after the Effective Time under anyDebt Commitment Letter or the definitive agreements for the Debt Financing executed in connection with the Debt Financing (but not, forthe avoidance of doubt, under this Agreement) to the extent the Company and/or its Affiliates are party thereto. The Financing Sourcesare intended third-party beneficiaries of this Section and may enforce this Section directly. This Section 9.14 may not be amendedor waived in a manner adverse to the Financing Sources without their prior written consent. Any claim or litigation involving the FinancingSources shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties waive any rightto a jury trial in such litigation.

[Remainderof page intentionally left blank]

 IN WITNESS WHEREOF,the Company and the Parent Parties have duly executed this Agreement, all as of the date first written above.

[SignaturePage to Agreement and Plan of Merger]

IN WITNESS WHEREOF, the Companyand the Parent Parties have duly executed this Agreement, all as of the date first written above.

Exhibit A

Plan of Merger

[See attached]

Final Version

The Companies Act (As Revised) of the CaymanIslands

Plan of Merger

This plan of merger (the “Plan of Merger”)is made on [●] between Sapiens International Corporation N.V. (the “Surviving Company”) and SI Swan Cayman MergerSub Ltd. (the “Merging Company”).

Whereas the Merging Company is a Cayman Islandsexempted company and is entering into this Plan of Merger pursuant to the provisions of Part 16 of the Companies Act (As Revised) (the“Statute”).

Whereas the Surviving Company is a Cayman Islandsexempted company and is entering into this Plan of Merger pursuant to the provisions of Part 16 of the Statute.

Whereas the directors of the Merging Company andthe directors of the Surviving Company deem it desirable and in the commercial interests of the Merging Company and the Surviving Company,respectively, that the Merging Company be merged with and into the Surviving Company and that the undertaking, property and liabilitiesof the Merging Company vest in the Surviving Company (the “Merger”).

Terms not otherwise defined in this Plan of Mergershall have the meanings given to them under the Agreement and Plan of Merger dated August 12, 2025 and made between, amongst others, theSurviving Company and the Merging Company (the “Merger Agreement”) a copy of which is annexed at Annexure 1 hereto.

Now therefore this Plan of Merger provides asfollows:

(Signature page follows)

In witness whereof the parties heretohave caused this Plan of Merger to be executed on the day and year first above written.

Final Version

Annexure 1

Agreement and Plan of Merger

Final Version

Annexure 2

Amended and Restated Memorandum and Articlesof Association of the Surviving Company

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

SAPIENS INTERNATIONAL CORPORATION N.V.

(ADOPTED BY SPECIAL RESOLUTION PASSED ON [●])

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

SAPIENS INTERNATIONAL CORPORATION N.V.(ADOPTEDBY SPECIAL RESOLUTION PASSED ON [●])

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

SAPIENS INTERNATIONAL CORPORATION N.V.(ADOPTEDBY SPECIAL RESOLUTION PASSED ON [●])

The Company may, in so far as the Statutepermits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally)or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfiedby the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerageas may be lawful.

The Company shall not be bound by orcompelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (exceptonly as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right tothe entirety thereof in the holder.

Subject to the provisions of the Statute,the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its RegisteredOffice, maintain such other offices or places of business as the Directors determine.

Any corporation or other non-naturalperson which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of itsdirectors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company orof any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation whichhe represents as the corporation could exercise if it were an individual Member.

Shares in the Company that are beneficiallyowned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total numberof outstanding Shares at any given time.

There shall be a board of Directorsconsisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary Resolutionincrease or reduce the limits in the number of Directors.

The office of a Director shall be vacatedif:

A Director or alternate Director whois present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented tothe action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from suchaction with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissentby registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Directoror alternate Director who voted in favour of such action.

The Directors shall cause minutes tobe made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings ofthe Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of theDirectors or alternate Directors present at each meeting.

The Company in general meeting may fixa minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director isnot required to hold Shares.

The Directors may at any time capitaliseany sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemptionreserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate suchsum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution ofprofits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotmentand distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all actsand things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they thinkfit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrueto the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Membersinterested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreementmade under such authority shall be effective and binding on all such Members and the Company.

Unless the Directors otherwise prescribe,the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1stJanuary in each year.

If the Company is exempted as definedin the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to registerby way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in theCayman Islands.

The Company shallhave the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as theDirectors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

27

Exhibit 99.2

EXECUTION VERSION

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this“Agreement”) is made and entered into as of August 12, 2025, by and between SI Swan Guernsey Holdco Limited, a privatelimited company incorporated under the laws of Guernsey (“Parent”), and Formula Systems (1985) Ltd., a company organizedunder the laws of Israel (“Investor”). Parent and Investor shall be referred to hereinafter collectively as the “Parties”and each a “Party.” Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaningsassigned to them in the Merger Agreement (as defined below).

WITNESSETH:

WHEREAS, concurrently withthe execution and delivery of this Agreement, Sapiens International Corporation N.V., a Cayman Islands exempted company incorporated underthe laws of the Cayman Islands (the “Company”), SI Swan UK Bidco Limited, a private limited company incorporated underthe laws of Guernsey (“Bidco”), Parent and SI Swan Cayman Merger Sub Ltd., a Cayman Islands exempted company incorporatedunder the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), are entering into an Agreementand Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “MergerAgreement”), pursuant to which Merger Sub will, subject to the terms and conditions set forth therein, merge with and into theCompany (the “Merger”), with the Company being the surviving company, and after giving effect to the Rollover, theCompany will become a wholly owned Subsidiary of Parent;

WHEREAS, as of the date hereof,Investor is the Beneficial Owner of the Owned Securities set forth opposite Investor’s name on Schedule A hereto;

WHEREAS, in order to induceBidco, Parent and Merger Sub to enter into the Merger Agreement and consummate the Merger and the other Transactions, Investor has agreed,upon the terms and conditions set forth herein, to enter into this Agreement and abide by the covenants and obligations set forth herein;and

WHEREAS, Investor acknowledgesthat Bidco, Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants andother agreements of Investor set forth in this Agreement.

NOW, THEREFORE, in considerationof the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties heretoagree as follows:

Article I
EXCLUSIVITY

Section 1.1 Exclusivity. During the period beginningon the date hereof and ending on the earlier of (x) the Effective Time and (y) the valid termination of the Merger Agreement pursuantto the terms thereof (such earlier time, the “Expiration Time”):

(a) Investor shall, and shall cause its Affiliates to, cooperate withBidco, Parent and their respective Affiliates to implement the Transactions;

(b) Investor shall not, and shall cause its Affiliates not to and shalluse its reasonable best efforts to cause its and its Affiliates’ Representatives (subject to, in the case of a Representative whois a director of the Company, such Representative’s fiduciary duties solely in such capacity) to not, directly or indirectly (i)make an Alternative Proposal, or solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or requestthat constitutes, or could reasonably be expected to lead to, an Alternative Proposal, (ii) furnish or cause to be furnished to any Personor “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to anyInquiries or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (iii)enter into, engage in, continue or maintain discussions or negotiations with any Person (other than Bidco, Parent, Merger Sub and theirrespective Affiliates) with respect to an Inquiry or an Alternative Proposal, (iv) approve, agree to, accept, endorse or recommend anyAlternative Proposal, (v) finance or offer to finance any Alternative Proposal, including by offering any equity or debt financing, orcontribution of Covered Securities or provision of a voting agreement, in support of any Alternative Proposal, (vi) enter into or publiclypropose to enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreementor other similar instrument providing for any Alternative Proposal, (vii) enter into any written or oral agreement, arrangement or understanding(whether legally binding or not) regarding, or do, anything that is directly inconsistent with the provisions of this Agreement, the MergerAgreement or the Transactions, (viii) take any action that would reasonably be expected to have the effect of preventing, disabling ordelaying Investor from performing its obligations under this Agreement or the other Transaction Documents to which Investor is or willbe a party, or (ix) solicit, initiate, knowingly encourage, knowingly facilitate, induce or enter into any negotiation, discussion, agreementor understanding (whether or not in writing and whether or not legally binding) with any other Person regarding the matters describedin paragraphs (i) through (viii) of this Section 1.1(b);

(c) Investor shall, and shall cause its Affiliates to, cease immediatelyand cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representativeswith respect to any Inquiry or an Alternative Proposal; and

(d) Investor shall, and shall cause its Affiliates to, promptly notifyin writing Parent and the Company if it or any of its Representatives receives any approach or communication with respect to any AlternativeProposal, including in such notice the identity of the other Persons involved and the nature and content of the approach or communication,and provide Parent and the Company with copies of any written communication.

Article II
VOTING

Section2.1 Agreement to Vote.

(a) Subject to the terms and conditions set forth herein, Investorhereby irrevocably and unconditionally agrees that from and after the date hereof until the Expiration Time, at any annual or extraordinarygeneral meeting of the shareholders of the Company and at any other meeting of the shareholders of the Company, however called, includingany adjournment, recess or postponement thereof, in connection with any written consent or resolution of the shareholders of the Companyand in any other circumstance upon which a vote, consent, resolution or other approval of all or some of the shareholders of the Companyis sought in respect of any of the matters described in clauses (ii) through (v) below, Investor, solely in Investor’s capacityas a shareholder of the Company (and not, if applicable, in Investor’s capacity as an officer or director of the Company), shall,and shall cause any registered holder of its Covered Securities to, in each case to the extent that the Covered Securities are entitledto vote thereon or consent thereto:

(i) appear at each such meeting or otherwise cause all of Investor’sCovered Securities to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure Investorand each other registered holder of Investor’s Covered Securities is duly counted for purposes of calculating a quorum and for purposesof recording the result of any applicable vote, consent or resolution and respond to each request by the Company for written consent orresolution, if any;

(ii) vote, or cause to be voted, whether on a show of hands or a polland whether in person or by proxy, or deliver, or cause to be delivered, a written consent or resolution covering, all of Investor’sCovered Securities (A) in favor of the approval, adoption and authorization of the Merger Agreement, the Plan of Merger and the Transactions,including the Merger, (B) in favor of any other matters required to consummate the Transactions, including the Merger, (C) against anyAlternative Proposal or any other transaction, proposal, agreement or action made in opposition to the Merger or in competition or inconsistentwith the Transactions, including the Merger, and (D) against any other action, agreement or transaction that is intended to facilitatean Alternative Proposal or is intended to or could reasonably be expected to prevent, impede, or interfere with, delay or adversely affectthe Transactions, including the Merger, or the performance by Investor of its obligations under this Agreement;

(iii) vote, or cause to be voted, whether on a show of hands or a polland whether in person or by proxy, or deliver, or cause to be delivered, a written consent or resolution covering, all of Investor’sCovered Securities against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in anyrespect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreementor the other Transaction Documents, or of Investor contained in this Agreement or the other Transaction Documents to which Investor isor will be a party;

(iv) vote, or cause to be voted, whether on a show of hands or a polland whether in person or by proxy, or deliver, or cause to be delivered, a written consent or resolution covering, all of Investor’sCovered Securities in favor of any other matter necessary to effect the Transactions, including the Merger, or otherwise reasonably requestedby Parent in order to consummate the Transactions, including the Merger; and

(v) vote, or cause to be voted, whether on a show of hands or a polland whether in person or by proxy, or deliver, or cause to be delivered, a written consent or resolution covering, all of Investor’sCovered Securities in favor of any adjournment or postponement of the Company Shareholders Meeting or any other annual or extraordinarygeneral meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (ii) through (iv)of this Section 2.1(a) is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Parent.

(b) Subject to the terms and conditions set forth herein, Investorshall, from and after the date hereof until the Expiration Time, retain at all times the right to vote or consent with respect to Investor’sCovered Securities in Investor’s sole discretion and without any other limitation on those matters, other than those limitationscontained in Section 2.1(a) hereof.

(c) The obligations of Investor set forth in this Section 2.1are irrevocable.

Section2.2 Waiver of Rights. Investor hereby irrevocably and unconditionally (a) waives, and agrees not to exercise, to causeto be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal and any similar rights relating to theMerger and any other Transactions that Investor or any other Person may have by virtue of, or with respect to, any of Investor’sCovered Securities (including any rights under Section 238 of the CICA); and (b) agrees not to commence or join in, or knowinglyfacilitate, assist or encourage, and agrees to take all actions necessary to opt out of, any claim, derivative or otherwise, againstBidco, Parent, Merger Sub, the Company, or any of their respective Affiliates, successors or directors relating to the Transactions orthe negotiation, execution or delivery of this Agreement, the Merger Agreement or the other Transaction Documents, including in connectionwith any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the MergerAgreement, or (ii) alleging any breach of any fiduciary duty of the Company Board in connection with the negotiation, execution and deliveryof the Merger Agreement or the other Transaction Documents or the consummation of the Transactions, including the Merger.

Section2.3 Grant of Conditional Irrevocable Proxy. Until the Expiration Time, if Investor attempts to vote Investor’s CoveredSecurities, in person or by proxy, in a manner which is inconsistent with Section 2.1 or does not comply with Section 2.1(a)(i)(a “Triggering Event”), Investor will be deemed, upon and at the time of such Triggering Event, to hereby irrevocablyappoint Parent and/or any designee of Parent as its attorney-in-fact and proxy with full power of substitution and resubstitution, tothe full extent of Investor’s voting rights with respect to all of Investor’s Covered Securities (which proxy is irrevocable(and as such shall survive and not be affected by bankruptcy, insolvency or other financial incapacity of Investor) and which appointmentis coupled with an interest) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to therecord holder to execute) written consents or resolutions with respect to, all of Investor’s Covered Securities solely on the mattersdescribed in, and in accordance with the provisions of Section 2.1 (such proxy, the “Conditional Proxy”); providedthat the Conditional Proxy shall not arise and shall have no force or effect prior to the occurrence of a Triggering Event. The ConditionalProxy shall be given to secure the obligations of Investor under Section 2.1, and in consideration of and as an additional inducementof Bidco, Parent and Merger Sub to enter into the Merger Agreement, and, from and after the occurrence of a Triggering Event, shall beirrevocable prior to the termination of this Agreement in accordance with Section 5.1, at which time any such proxy shall terminate.The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the validtermination of this Agreement in accordance with Section 5.1, at which time any such proxy shall terminate. Parent may terminatethe Conditional Proxy with respect to Investor at any time in its sole and absolute discretion by written notice provided to Investor.Investor agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of theConditional Proxy contained herein and hereby revokes any proxy previously granted by Investor with respect to the Covered Securitiesthat covers any of the matters addressed by this Agreement.

Article III
REPRESENTATIONS AND WARRANTIES

Section3.1 Representations and Warranties of Investor . Investor represents and warrants to Parent as follows:

(a) Investor is duly organized, incorporated or registered, validlyexisting and in good standing under the Laws of the jurisdiction in which it is organized, incorporated or registered (in the case ofgood standing, to the extent such jurisdiction recognizes such concept) and has all corporate power and authority required to executeand deliver this Agreement and to consummate the transactions contemplated hereby and to perform each of its obligations hereunder;

(b) Investor has duly executed and delivered this Agreement and, assumingthe due authorization, execution and delivery by Parent, this Agreement constitutes its legal, valid and binding obligation, enforceableagainst it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization,fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. No othercorporate proceedings (including any shareholder approval) on the part of Investor are necessary to authorize or approve (as applicable)this Agreement or to consummate the transactions contemplated hereby;

(c) the execution and delivery by Investor of this Agreement do not,and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not (i) contravene,conflict with, or result in any violation or breach of any provision of the memorandum and articles of association of Investor; (ii) contravene,conflict with or result in a violation or breach of any Law or Judgment, in each case, applicable to Investor or its properties or assets;(iii) require any payment to or consent or other action by, or notice to, any Person under, constitute a breach or default (or constitutean event that, with or without notice or lapse of time or both, would constitute a breach or default) of or under, or cause or permitthe termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Investor isentitled under any provision of any Contract or any Permit of Investor; or (iv) result in the creation or imposition of any Lienon any asset of Investor, except in the case of each of clauses (ii) and (iv) directly above, for any such conflict, breach, violation,termination, default, loss, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent,impede, or interfere with, delay or adversely affect the Transactions, including the Merger, or the performance by Investor of its obligationshereunder;

(d) no Permit of or from any Governmental Entity is required to beobtained or made by or with respect to Investor in connection with the execution and delivery of this Agreement, its performance of itsobligations hereunder, or the consummation of the transactions contemplated hereby;

(e) there is no Action pending or, to Investor’s knowledge, threatenedin writing against Investor or any of its properties or assets that, individually or in the aggregate, is or would reasonably be expectedto materially adversely affect the ability of Investor to perform its obligations under this Agreement, or prevent or materially impairor materially delay the consummation of the transactions contemplated hereby;

(f) (i) Investor has the voting power, power of disposition and powerto agree to all of the matters set forth in this Agreement with respect to its Covered Securities, (ii) as of the date hereof, the CommonShares as set forth in the column titled “Owned Securities” opposite Investor’s name on Schedule A hereto constituteall of the Company Securities Beneficially Owned or owned of record by Investor and/or its Affiliates, and Investor and its Affiliatesdo not own, beneficially or of record, any other Company Securities, or any direct or indirect interest therein (including by way of derivativesecurities), and (iii) Investor has not taken any action described in Section 4.4 hereof. (A) Investor has not granted any proxyinconsistent with this Agreement that is still effective or entered into any voting or similar agreement that is still effective, in eachcase with respect to any of Investor’s Owned Securities and with respect to all of its Covered Securities at all times through theconsummation of the Merger, and (B) except as described herein, Investor is not a party to any agreement, arrangement or commitment relatingto the pledge, disposition or voting of any of the Company Securities, and the Company Securities are not subject to any voting trustagreement or other Contract to which Investor is a party restricting or otherwise relating to the voting or Transfer of the Company Securitiesother than this Agreement;

(g) Investor does not “control” the Company, as such termis defined in the Israeli Economic Competition Law, 5748-1988, and any applicable Law promulgated thereunder.

(h) Investor understands and acknowledges that Bidco, Parent and MergerSub are entering into the Merger Agreement in reliance upon Investor’s execution and delivery of this Agreement and the representationsand warranties of Investor contained herein; and

(i) Investor has been afforded the opportunity to ask such questionsas it has deemed necessary of, and to receive answers from, Parent concerning the terms and conditions of the transactions contemplatedhereby, and Investor acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of Investor’srepresentations and warranties in this Agreement and the transactions contemplated hereby.

Section3.2 Representations and Warranties of Parent. Parent hereby represents and warrants to Investor as follows:

(a) Parent is duly organized, incorporated or registered, validly existingand in good standing under the Laws of the jurisdiction in which it is organized, incorporated or registered (in the case of good standing,to the extent such jurisdiction recognizes such concept) and has all corporate power and authority required to execute and deliver thisAgreement and to consummate the transactions contemplated hereby and to perform each of its obligations hereunder;

(b) Parent has duly executed and delivered this Agreement and, assumingthe due authorization, execution and delivery by Investor, this Agreement constitutes its legal, valid and binding obligation, enforceableagainst it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization,fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. No othercorporate proceedings on the part of Parent are necessary to authorize or approve (as applicable) this Agreement or to consummate thetransactions contemplated hereby; and

(c) the execution and delivery by Parent of this Agreement do not,and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not (i) contravene,conflict with, or result in any violation or breach of any provision of the memorandum and articles of association of Parent; (ii) contravene,conflict with or result in a violation or breach of any Law or Judgment, in each case, applicable to Parent or its properties or assets;(iii) require any payment to or consent or other action by, or notice to, any Person under, constitute a breach or default (or constitutean event that, with or without notice or lapse of time or both, would constitute a breach or default) of or under, or cause or permitthe termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent is entitledunder any provision of any Contract or any Permit of Parent; or (iv) result in the creation or imposition of any Lien on any assetof Parent.

Article IV
OTHER COVENANTS AND AGREEMENTS

Section 4.1 Prohibition on Acquisition, Transfer, etc.

(a) Subject to the terms of this Agreement, Investor represents, covenantsand agrees that from and after the date hereof until the Expiration Time, (i) it will not, and it will cause its Affiliates not to, (A)Transfer any of its Covered Securities (other than pursuant to the Rollover Agreement), or any voting right or power (including whethersuch right or power is granted by proxy or otherwise) or economic interest therein, (B) obtain “control” of the Company, assuch term is defined in the Israeli Economic Competition Law, 5748-1988, and any applicable Law promulgated thereunder, or (C) acquireBeneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer or (y) has been approvedin writing in advance by Parent, and (ii) it does not have any outstanding swap, option, warrant, forward purchase or sale, futures transaction,cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any suchtransaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “DerivativeTransaction”), and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise(whether or not in writing), enter into any Derivative Transaction, without the prior written consent of Parent.

(b) With respect to Investor, this Agreement and the obligations hereundershall attach to the Covered Securities and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, whetherby operation of Law or otherwise, including, Investor’s successors or assigns. Investor may not request that the Company registerthe Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated),unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, Investor shall remainliable for the performance of all of its obligations under this Agreement.

Section4.2 Additional Securities. Investor covenants and agrees that from and after the date hereof and until the ExpirationTime, it shall notify Parent in writing of the number of Additional Securities the Beneficial Ownership of which is acquired by Investoror its Affiliates after the date hereof pursuant to Section 4.1(a) as soon as practicable, but in no event later than five (5)Business Days, after such acquisition. Any such Additional Securities shall automatically become subject to the terms of this Agreementand shall constitute “Covered Securities” for all purposes of this Agreement, and Parent may update Schedule A toreflect the same.

Section4.3 Share Dividends, etc. In the event of a reclassification, recapitalization, reorganization, share split,consolidation or combination, exchange or readjustment of shares or other similar transaction, or if any share dividend, subdivisionor distribution (including any dividend or distribution of securities convertible into or exchangeable for Common Shares) isdeclared, in each case affecting the Covered Securities, the term “Covered Securities” shall be deemed to refer to andinclude such shares as well as all such share dividends and distributions and any securities of the Company into which or for whichany or all of such shares may be changed or exchanged or which are received in such transaction.

Section4.4 No Inconsistent Agreements. Subject to the terms of this Agreement, from and after the date hereof and until the ExpirationTime, without the prior written consent of Parent, Investor shall not, and shall cause its Affiliates not to, (a) enter into any Contractor other instrument, option or other agreement (except for this Agreement) with respect to, or consent to, a Transfer of, any of theCovered Securities, Beneficial Ownership thereof or any other interest therein, in each case, other than any such Contract or other instrument,option or other agreement with respect to a Permitted Transfer of Covered Securities, (b) create or permit to exist any Lien that couldprevent Investor or its Affiliates from voting the Covered Securities in accordance with this Agreement or from complying with the otherobligations under this Agreement, other than any restrictions imposed by applicable Law on such Covered Securities and Liens createdpursuant to this Agreement, (c) enter into any voting or similar agreement (except for this Agreement) with respect to the Covered Securitiesor grant any proxy, consent or power of attorney with respect to any of the Covered Securities or (d) take any action, directly or indirectly,that would or would reasonably be expected to (i) result in a breach hereof, (ii) make any representation or warranty of Investor setforth in Article III untrue or incorrect in any material respect, or make the representation of the Investor in ‎Section3.1(g) untrue or incorrect in any respect, or (iii) prevent, impede or interfere with, delay or adversely affect the performanceby Investor of its obligations under, or compliance by Investor with the provisions of, this Agreement.

Section4.5 Proxy Statement; Schedule 13E-3 and Investor Filings; Regulatory Filings.

(a) Investor shall cooperate with Parent and the Company to, concurrentlywith the preparation and filing of the Proxy Statement, together with the Company jointly prepare and file with the SEC the Schedule 13E-3.Investor shall provide information reasonably requested by the Company or Parent in connection with the preparation of the Schedule 13E-3.To the knowledge of Investor, the information supplied by Investor for inclusion or incorporation by reference in the Proxy Statement,the Schedule 13E-3 or any other filing Bidco, Parent or the Company is required to make in connection with the Transactions (includingthe Merger) will not, at the time that such information is provided, contain any untrue statement of a material fact or omit to stateany material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances underwhich they are made, not misleading. Parent shall (i) provide Investor and its counsel a reasonable opportunity to review drafts of theSchedule 13E-3 and Proxy Statement prior to filing the Schedule 13E-3 with the SEC and (ii) consider in good faith all comments theretoreasonably proposed by Investor, its outside counsel and other Representatives. If at any time prior to the Effective Time, Investor discoversany information relating to Investor or any of its Affiliates, officers or directors that should be set forth in an amendment or supplementto the Proxy Statement and the Schedule 13E-3 so that the Proxy Statement and the Schedule 13E-3 would not contain any untrue statementof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,in light of the circumstances under which they are made, not false or misleading, Investor shall promptly notify Parent and the Company.

(b) Investor shall use its reasonable best efforts to furnish all informationconcerning Investor and its Affiliates to Parent and the Company that is reasonably necessary for the preparation and filing of the ProxyStatement and the Schedule 13E-3 to the extent required by applicable Law or the SEC, and provide such other assistance, as may be reasonablyrequested by such other party to be included therein and will otherwise reasonably assist and cooperate with the other parties in thepreparation, filing and distribution of the Proxy Statement and the Schedule 13E-3, and the resolution of any comments to such filingsreceived from the SEC. Investor agrees to permit Parent or the Company to publish and disclose in the Proxy Statement and the Schedule13E-3 or any other filing Bidco, Parent or the Company is required or deems advisable to make in connection with the Transactions (includingthe Merger), its and its Affiliates’ identity and beneficial ownership of the Company Securities and the nature of Investor’scommitments, arrangements and understandings under this Agreement, the Merger Agreement or any other agreement or arrangement to whichit (or any of its Affiliates) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff).With respect to any disclosure filed by Investor with the SEC, or amendments or supplements thereto, relating to or referencing this Agreement,the other Transaction Documents or the transactions contemplated hereby or thereby (such filing, an “Investor Filing”),to the extent legally permissible, Investor shall (i) provide Parent and the Company and their respective counsel a reasonable opportunityto review drafts of the Investor Filing prior to filing the Investor Filing with the SEC and (ii) consider in good faith all commentsthereto reasonably proposed by Parent, the Company or their respective outside counsel.

(c) Investor agrees that, upon written request of Parent or the Company,Investor shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably bedeemed by Parent or the Company to be necessary to carry out the provisions of this Section 4.5.

(d) From and after the execution of this Agreement and until the ExpirationTime, Investor shall provide any information of the type customarily provided to a Governmental Entity by a Person similarly situatedto Investor to the extent necessary to obtain each Antitrust and/or FDI Approval pursuant to the Merger Agreement, in each case, as promptlyas reasonably practicable after any written request by Parent or the Company.

Section4.6 Expenses. All fees and expenses incurred in connection herewith and the transactions contemplated hereby shall bepaid by the party hereto incurring such expenses, whether or not the Transactions are consummated.

Section4.7 Pledge Release. Investor covenants and agrees that from and after the date hereof, Investor shall take all necessaryactions (including obtaining any required consents, delivering notices, and executing documents) to ensure that all Covered Securitiesshall be, as of the Closing, free and clear of any Lien. Without limiting the foregoing, Investor shall, prior to the Closing, causethe release of the pledges over 4,130,235 Common Shares currently granted in favor of the holders of Investor’s series C and seriesD debentures.

Article V
TERMINATION

Section5.1 Termination. This Agreement shall terminate with respect to all Parties, upon the earlier to occur of:

(a) the Effective Time;

(b) the valid termination of the Merger Agreement in accordance withits terms;

(c) the date of entry into or effectiveness of any amendment, modificationor waiver of any provision of the Merger Agreement that, without the prior written consent of Investor in its capacity as such, reducesthe amount or changes the form of the Per Share Merger Consideration payable to Investor pursuant to the Merger Agreement; and

(d) the date upon which Parent and Investor mutually agree in writingto terminate this Agreement.

Section5.2 Effect of Termination.

(a) Upon the valid termination of this Agreement pursuant to Section5.1(a), this Article V, Article VI and Article VII shall continue to be binding on the Parties.

(b) Upon the valid termination of this Agreement pursuant to Section5.1(b), Section 5.1(c) or Section 5.1(d), Section 4.6, this Article V, Article VI and ArticleVII shall continue to be binding on the Parties.

Article VI
MISCELLANEOUS

Section6.1 Notices. All notices, requests, claims, demands and other communications under this Agreement will be in writing (includingemail, so long as a receipt of such email is requested and received and no “bounceback” or notice of non-delivery is received)and will be given to the addresses set forth under the applicable Party’s signature page hereto, or pursuant to such other instructionsas may be designated in writing by the Party to receive such notice. All such notices, requests and other communications will be deemedreceived on the date of receipt by the recipient thereof if received prior to 5:00 p.m. New York City time on a Business Day in the placeof receipt. Otherwise, any such notice, request, or communication will be deemed to have been received on the next succeeding BusinessDay in the place of receipt.

Section6.2 Entire Agreement. This Agreement, the Merger Agreement, and other agreements or documents referenced under any ofthe foregoing constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreementsand undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.

Section6.3 Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, andto do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to carryout the intent and purposes of this Agreement.

Section6.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall beadjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event,the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceabilityof the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision,in any other jurisdiction.

Section6.5 Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other thanby an instrument in writing signed by each of the Parties. No provision of this Agreement may be waived or discharged other than by aninstrument in writing signed by the Party against whom the enforcement of such waiver or discharge is sought. No failure or delay byany Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single orpartial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Notwithstandingthe foregoing, (a) Parent may, without consent of Investor, amend Schedule A to this Agreement pursuant to Section 4.2,and (b) this Agreement may not be amended without the Company’s prior written consent to the extent that such amendment would havean adverse effect on the third party beneficiary rights of the Company under this Agreement.

Section6.6 Assignment; No Third Party Beneficiaries.

(a) The rights and obligations of each Party shall not be assignedby any of the Parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Party; provided,however, that (i) Parent may assign its rights and obligations under this Agreement (in whole but not in part) in connection witha permitted assignment of the Merger Agreement by Parent, as applicable, and (ii) an Investor may, without such prior written consent,assign its rights and obligations under this Agreement (in whole or in part) in connection with a Permitted Transfer of its Covered Securities;provided that no assignment by any Party shall relieve the assigning Party of any of its obligations hereunder. This Agreementshall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreementshall be construed as giving any Person, other than the Parties and their respective successors and permitted assigns any right, remedyor claim under or in respect of this Agreement or any provision hereof.

(b) There are no third party beneficiaries of this Agreement and nothingin this Agreement, express or implied, is intended to confer on any person other than the Parties hereto (and their respective successors,heirs and permitted assigns), any rights, remedies, obligations or liabilities, except that the Company shall be a third party beneficiaryof Article II and Section 4.1 through Section 4.3, Section 4.5, Section 6.5 and Section 6.12.

Section6.7 No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee,fiduciary, agent, employee, partner or joint venture of the other Party.

Section6.8 Counterparts. This Agreement may be executed in counterparts (including by facsimile or email pdf format) and allcounterparts taken together shall constitute one document.

Section6.9 Governing Law; Jurisdiction and Venue; WAIVER OF JURY TRIAL.

(a) This Agreement, including all matters of construction, validityand performance and any action or counterclaim (whether in contract, tort, equity or otherwise) directly or indirectly arising out ofor relating to this agreement or any of the transactions contemplated hereby or the negotiation, administration, performance and enforcementhereof, will be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwisegovern under any applicable principles of choice or conflicts of laws of the State of New York, except to the extent the provisions ofthe laws of the Cayman Islands are mandatorily applicable.

(b) Each of the Parties irrevocably agrees that any Action arisingout of or relating to this Agreement will be brought and determined in the competent courts in the State of New York. Each of the Partieshereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally,with regard to any such Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Partiesagrees not to commence any Action relating thereto except in the courts described above in New York, other than actions in any court ofcompetent jurisdiction to enforce any judgment, decree, or award rendered by any such court in New York as described herein. Each of theParties further agrees that notice as provided herein will constitute sufficient service of process and the Parties further waive anyargument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert,by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactionscontemplated hereby (i) any claim that it is not personally subject to the jurisdiction of the courts in New York as described hereinfor any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commencedin such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, executionof judgment or otherwise); and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of suchAction is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. In no event may a partyreceive both a grant of specific performance and monetary damages.

(c) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTEDBY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLYOR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT ITAND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONSIN THIS Section 6.9(c).

Section6.10 Specific Performance. The Parties hereto agree that the obligations imposed on them in this Agreement are special,unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performedin accordance with their specific terms or were otherwise breached. Accordingly, each Party to this Agreement (a) shall be entitled toan injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreementand to enforce specifically the terms and provisions of this Agreement in the forum described in Section 6.9, without proof ofdamages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the postingof any bond or similar collateral in connection therewith. Each Party hereto agrees that it will not oppose the granting of an injunction,specific performance and other equitable relief on the basis that (i) the other Party has an adequate remedy at law or (ii) an awardof specific performance is not an appropriate remedy for any reason at law or equity.

Section6.11 No Presumption Against Drafting Party. Each of the Parties to this Agreement acknowledges that it has been representedby independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule ofLaw or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting Party hasno application and is expressly waived.

Section6.12 Announcements. No announcements regarding the Transactions (including the subject matter of this Agreement) shallbe issued by Investor without the prior written consent of Parent and the Company (which consent shall not be unreasonably withheld,delayed or conditioned), except to the extent that any such announcements are required by Law, a court of competent jurisdiction, a regulatorybody or international stock exchange, and then only after the form and terms of such disclosure have been notified to Parent and theCompany and each of Parent and the Company have had a reasonable opportunity to comment thereon to the extent legally permitted. Notwithstandingthe foregoing, Investor may make any Investor Filing in respect of the Company that Investor reasonably believes is required under applicableLaw without the prior written consent of Parent and the Company, provided that Investor shall comply with Section 4.5 withrespect to any such Investor Filing.

Section6.13 Confidentiality. This Agreement shall be treated as confidential and may not be used, circulated, quoted or otherwisereferred to in any document (other than the Merger Agreement and any agreement or document referred to therein), except with the priorwritten consent of the Parties; provided, however, that each Party may, without such written consent, disclose theexistence and content of this Agreement to its officers, directors, employees, partners, members, investors, financing sources, advisors(including financial and legal advisors) and any representatives of the foregoing and to the extent required by Law, the applicable rulesof any national securities exchange or in connection with any SEC filings relating to the Merger and in connection with any litigationrelating to the Merger, the Merger Agreement or the Transactions as permitted by or provided in the Merger Agreement.

Section6.14 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirectownership or incidence of ownership of or with respect to any Covered Securities. All rights, ownership and economic benefits of andrelating to the Covered Securities shall remain vested in and belong to Investor, and Parent shall have no authority to direct Investorin the voting or disposition of any of the Covered Securities, in each case, except to the extent expressly provided herein.

Section6.15 Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) Investor makes no agreementor understanding herein in any capacity other than in Investor’s capacity as a record holder and Beneficial Owner of the OwnedSecurities, and not in Shareholder’s capacity as a director and/or officer of the Company or any Company Subsidiary, if applicable,(b) nothing herein will be construed to limit any action or inaction by Investor or any Representative of Investor, as applicable,serving on the board of directors of the Company or the governing body of any Company Subsidiary or as an officer of the Company or anyCompany Subsidiary, acting in such Person’s capacity as a director or officer of the Company or any Company Subsidiary, and (c)no exercise of fiduciary duties or action or inaction taken in such capacity as a director and/or officer of the Company or any CompanySubsidiary, including, but not limited to, any action or inaction pursuant to the Merger Agreement, in such capacity as a director and/orofficer of the Company or any Company Subsidiary, in and of itself will be deemed to constitute a breach of this Agreement.

Article VII
DEFINITIONS AND INTERPRETATIONS

Section7.1 Defined Terms. The following terms, as used in this Agreement, shall have the meanings set forth below.

(a) “Additional Securities” means the Common Sharesor other Company Securities with respect to which Investor acquires Beneficial Ownership on or after the date of this Agreement (includingany Common Shares issued upon the exercise of any Company Options or the conversion, exercise or exchange of any other Company Securitiesinto or for any Common Shares or otherwise).

(b) “Affiliate” of any Person means another Personthat directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such firstPerson.

(c) “Beneficial Ownership” by a Person of any securityincludes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise(whether or not in writing), has or shares: (i) voting power which includes the power to vote, or to direct the voting of, such security;and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwisebe interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act;provided that, without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Personwill include securities Beneficially Owned by any Affiliates of such person which are Controlled by, or are under common Control with,such person, but no Beneficial Ownership of securities shall be attributed to securities Beneficially Owned by any other Person(s) solelyby virtue of the fact that such first person may be deemed to constitute a “group” within the meaning of Section 13(d) ofthe Exchange Act with such other person(s). The terms “Beneficially Own,” “Beneficially Owned” and“Beneficial Owner” shall have correlative meanings.

(d) “Company Securities” means (i) shares,voting securities, voting Indebtedness, or ownership interests in the Company or any Company Subsidiary, (ii) securities or Indebtednessissued by the Company or a Company Subsidiary that are convertible into or exchangeable for shares, voting securities, voting Indebtedness,or ownership interests in the Company or any Company Subsidiary, (iii) warrants, calls, subscriptions, conversion rights, calls, preemptiverights, commitments, options or other rights to acquire from the Company or a Company Subsidiary, or other obligation of the Company ora Company Subsidiary to issue, any shares, voting securities, voting Indebtedness, or securities convertible into or exchangeable forshares, pre-emption rights, rights of first refusal, voting securities or voting Indebtedness of the Company or a Company Subsidiary,or (iv) restricted share units, restricted shares, profits interests, equity appreciation rights, stock options, share appreciation rights,performance units, contingent value rights, “phantom” shares or similar securities or rights that are derivative of, or provideeconomic benefits based, directly or indirectly, on the value or price of, any shares or voting securities of the Company or any CompanySubsidiary.

(e) “Control” means, as used with respect to anyPerson, the possession, directly or indirectly, of the power or authority to direct or cause the direction of the management and policiesof such Person, whether through the ownership of voting securities, by Contract or otherwise; for the avoidance of doubt, such poweror authority shall conclusively be presumed to exist by possession of (i) the beneficial ownership or power to direct the vote of morethan fifty percent (50%) of the votes entitled to be casted at a meeting of the members or shareholders of such Person, or (ii) the powerto appoint or elect a majority of the members of the board of directors of such Person. The terms “Controlled by” and“under common Control with” shall have correlative meanings.

(f) “Covered Securities” means all of the OwnedSecurities and any Additional Securities.

(g) “Owned Securities” means the Common Shares andother Company Securities Beneficially Owned by Investor or any of its Affiliates as of the date hereof, as set forth in the column titled“Owned Securities” opposite its name in the table under Schedule A hereto.

(h) “Permitted Transfer” means a Transfer of CoveredSecurities by Investor to an Affiliate of Investor which is Controlled by Investor; provided that such transferee executes,prior to or concurrently with such Transfer, a joinder agreement in the form attached hereto as Schedule B.

(i) “Transaction Documents” means, collectively,this Agreement, the Merger Agreement, the Rollover Agreement and any other agreement or document contemplated hereby or thereby or anydocument or instrument delivered hereunder or thereunder.

(j) “Transfer” means, directly or indirectly, tosell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of (by merger, by tendering into any tenderor exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or to enter intoany contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecationor other disposition.

Section7.2 Interpretation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such referencewill be to an Article, a Section or an Exhibit of or to this Agreement unless otherwise indicated. All Exhibits and Schedules annexedhereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The table of contents,index of defined terms and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaningor interpretation of this Agreement. Any capitalized term used in any Exhibit or Schedule but not otherwise defined therein has the meaningassigned to such term in this Agreement. Whenever the words “include,” “includes” or “including”are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The words “hereof,”“hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used inthis Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or”is not exclusive. The word “extent” in the phrase “to the extent” will mean the degree to which a subject orother thing extends, and such phrase will not mean simply “if.” Writing”, “written” and comparable termsrefer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The following generalrules apply: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders;the feminine gender will include the masculine and neuter genders; and the neuter gender will include the masculine and feminine genders.Any Law defined or referred to herein or in any agreement or instrument that is referred to herein will include any modification, amendmentor re-enactment thereof, and any Law substituted therefor, in each case, as of the time of inquiry, representation, or covenant and allrules, regulations and statutory instruments issued or related to such Law. Any reference to “days” means calendar days unlessBusiness Days are expressly specified.

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IN WITNESS WHEREOF, the undersignedhave caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the undersignedhave caused this Agreement to be executed as of the date first written above.

[Signature Page to Support Agreement]

Schedule A

Schedule B

Joinder Agreement

This Joinder Agreement (this“Joinder Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms ofthat certain Support Agreement, dated as of August 12, 2025 (the “Agreement”) by and between SI Swan Guernsey HoldcoLimited, a private limited company incorporated under the laws of Guernsey (“Parent”), and Formula Systems (1985) Ltd.,a company organized under the laws of Israel (“Investor”). Capitalized terms used but not defined herein shall havethe meanings assigned to them in the Agreement.

By the execution of this JoinderAgreement, the Transferee agrees as follows:

(a) Acknowledgment. Transferee acknowledges that Transfereeis acquiring certain Covered Securities subject to the terms and conditions of the Agreement.

(b) Agreement. Transferee (i) agrees that the Covered Securitiesacquired by Transferee shall be bound by and subject to the terms of the Agreement, (ii) hereby adopts the Agreement with the same forceand effect as if Transferee were originally a party thereto and (iii) agrees to be subject to the obligations and restrictions of Investorthereunder.

(c)Notice. Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee’ssignature below.