Common use of Required Withholding Clause in Contracts

Required Withholding. Parent, the Company, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from any payments or consideration made pursuant to this Agreement such amounts or such number of ADSs as they may be required to deduct and withhold from such payment or consideration under any applicable Tax Laws, including the ITO; provided, however, that if Parent, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration or any portion thereof, shall be made only in accordance with the provisions of such Israeli Tax Certificate. If Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such amounts shall be treated for all purposes as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Sub, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee and the Exchange Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or consideration under any provision of applicable state, local, Israeli or foreign Tax Laws, including the ITOLaw; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if Parentany, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to from any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunderholder of record of Company Shares or Company Options, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration or any portion thereofas applicable, shall be made only in accordance with the provisions of such Israeli Tax Valid Certificate. If ParentFor such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Each of the Exchange Agent, Parent, the Company, Company and the Surviving Corporation and the Exchange Agent shall any other applicable withholding agent (each a “Withholding Agent”) will be entitled to deduct and withhold from any payments or the consideration made otherwise payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock, Company Equity Awards, or any other payee as contemplated by this Agreement such amounts or such number of ADSs as they may be are required to deduct and withhold from such payment be deducted or consideration under withheld therefrom pursuant to any applicable Tax Laws, including the ITO; provided, however, that if Parentany Withholding Agent determines that an amount is required to be deducted or withheld, the Exchange such Withholding Agent or the Surviving Corporation are provided shall use commercially reasonable efforts to (i) at least three five (35) Business Days prior to any the payment payable pursuant of such amount, provide the Person in respect of whom such withholding or deduction would apply with written notice of its intent to this Agreement deduct and withhold (ii) cooperate in good faith with what Parent, the Exchange Agent such Person to reduce or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding eliminate the deduction or withholding of tax such amount (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if any) cooperation in seeking refunds of any amounts under the ITO, from the consideration payable to such payee hereunderwithheld), and (iii) provide such Person a reasonable opportunity to provide forms or other documentation that would reduce or exempt such amounts from withholding. Notwithstanding anything to the payment contrary herein, (a) no such written notice shall be required for any compensatory amounts payable pursuant to or as contemplated by this Agreement, and (b) all compensatory amounts payable pursuant to or as contemplated by this Agreement shall be remitted to the Company or a Subsidiary of the consideration or any portion thereof, shall be made only Company for payment in accordance with applicable payroll procedures after applicable withholding. To the provisions of extent that such Israeli Tax Certificate. If Parent, amounts are so deducted or withheld and paid over to the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amountsappropriate Governmental Authority, such amounts shall will be treated for all purposes of this Agreement as having been paid to the Person in respect of to whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholdingamounts would otherwise have been paid.

Required Withholding. Parent, the Company, the Surviving Corporation and Each of the Exchange Agent and Parent shall be entitled to deduct and withhold from any payments consideration, or consideration made other amounts, payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Shares or any other Person such amounts or such number of ADSs as they may be are required to deduct and withhold from such payment be deducted or consideration withheld therefrom under any applicable Tax Laws, including the ITO; provided, however, that if Parent, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA Law (including the Ordinance and the regulations promulgated thereunder, the Israeli Income Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding Rulings or any other instructions regarding provision of Israeli Law, statute, regulation, administrative ruling, pronouncement or other authority or judicial opinion, as well as any withholding provision of the payment Internal Revenue Code of withholding) 1986 (the “Code”) and the Treasury regulations promulgated thereunder); provided that no withholding under Israeli Tax Certificate”) Law will be made from any consideration payable hereunder to a holder of Company Shares to the extent that such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration or any portion thereof, shall be made only in accordance with the provisions of such Israeli Tax Certificate. If Parent, the Company, the Surviving Corporation holder has provided Parent or the Exchange Agent, as the case may be, deducts prior to the time such payment or withholds delivery is made, with a valid exemption or ruling issued by the Israeli Tax Authority exempting the payment or delivery of the Merger Consideration to the relevant holder of Company Shares or Company Stock Options, or the other amounts payable or otherwise deliverable pursuant to this Agreement, from withholding Tax; provided, further, that with respect to any withholding under the Laws of the State of Israel, the Exchange Agent and Parent shall act in accordance with the Israeli Income Tax Rulings, if obtained, provided that in no event shall Parent and/or Exchange Agent be required to deliver consideration deliverable under this Agreement until the cash amount required to be withheld is provided to Parent or the Exchange Agent by the intended recipient (whether in cash or by way of binding written instructions to sell any part of the shares of Parent Common Stock due to such amountsholder and use the proceeds of such sale (net after Tax and transaction costs) to make the withholding of the Tax). To the extent amounts are deducted or withheld pursuant to this Section 2.4(g), such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid and such amounts shall be remitted to the applicable Governmental Entity in respect accordance with applicable Law and notice thereof shall be provided to the applicable holder of whom ParentCompany Shares. Any purported withholding of Taxes from payments or other deliveries made in accordance with the provisions of this Agreement, the Companyamount of which was forwarded to the relevant Governmental Entity, shall not be deemed a breach of this Agreement and the Surviving Corporation amount so withheld shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, notwithstanding that withholding of Taxes might have not been required. Any holder or former holder of Company Shares or Company Stock Options that instructed Parent or the Exchange AgentAgent to sell any part of the shares of Parent Common Stock due to such holder shall have no claim against Parent or the Exchange Agent and/or their officers or directors with respect to such sale, as including the case may betiming of such sale, made such deduction and withholdingthe price received for the sold shares or the transaction costs.

Required Withholding. ParentEach of the Exchange Agent, the Company, Parent and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from any payments consideration payable or consideration made otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock, Employee Options or Company Warrants such amounts or such number of ADSs as they may be are required to deduct and withhold from such payment be deducted or consideration withheld therefrom under the Code or under any applicable Tax Lawsprovision of state, including the ITO; provided, however, that if Parent, the Exchange Agent local or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement with what Parent, the Exchange Agent foreign tax law or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or under any other instructions regarding applicable legal requirement. To the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to extent such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration are so deducted or any portion thereof, shall be made only in accordance with the provisions of such Israeli Tax Certificate. If Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amountswithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect person to whom such amounts would otherwise have been paid, provided, however, that none of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, Parent or the Surviving Corporation shall be entitled to withhold any amounts pursuant to this Section 2.6(f) if the Exchange Agent, Parent or the Surviving Corporation has received prior to the issuance or distribution of any shares of Parent Common Stock pursuant to this Agreement, such certificates or forms as are sufficient, under applicable law, to establish that withholding is not required (together with a satisfactory supporting legal opinion, if the case may beExchange Agent, made Parent or the Surviving Corporation so requires); provided, further, that the Exchange Agent, Parent or the Surviving Corporation agree that, before withholding and paying over any amounts to a U.S. taxing authority with respect to a holder or former holder of Company Common Stock, Employee Options or Company Warrants pursuant to this Section 2.6(f) (and delivering to such deduction holder the balance of the portion of the shares of Parent Common Stock payable to such holder or former holder of Company Common Stock, Employee Options or Company Warrants pursuant to this Agreement), Parent shall (or shall cause the Exchange Agent to) provide such holder or former holder of Company Common Stock, Employee Options or Company Warrants with written notice and shall consult with such holder or former holder of Company Common Stock, Employee Options or Company Warrants in order to minimize the amount of any such withholding.

Required Withholding. Parent, the Company, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from any payments or consideration made pursuant to this Agreement such amounts of the Cash Consideration or such number of ADSs as they may be required to deduct and withhold from such payment or consideration of Cash Consideration and ADSs under any applicable Tax Laws, including the ITOITO (it being agreed that Parent, the Surviving Corporation and the Exchange Agent shall be permitted to satisfy any Tax withholding requirement with respect to the Merger Consideration by deducting and withholding the appropriate cash amount from the Cash Consideration); provided, however, that if Parent, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration or any portion thereof, shall be made only in accordance with the provisions of such Israeli Tax Certificate. If Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such amounts shall be treated for all purposes as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, its Subsidiaries, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee and the Exchange Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 2.7(c) (Company Options) or Section 2.7(d) (Company RSUs)) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or consideration under any provision of applicable state, local, Israeli or foreign Tax Laws, including the ITOLaw; provided, however, that if Parentwith respect to withholding of Israeli Tax, in the Exchange Agent event any holder of record of Company Shares, Company Options or Company RSUs provides the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement Payor with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling withholding certificate issued by the ITA Israeli Tax Authority (including the Tax Rulings“ITA”) regarding the deduction withholding (or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “of Israeli Tax Certificate”) from any the consideration payable in respect thereof in accordance with this Article II to such payee hereunderParent’s reasonable satisfaction, then the deduction and withholding (if any) of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable to such payee hereunderholder of record of Company Shares, and the payment of the consideration Company Options or any portion thereofCompany RSUs, as applicable, shall be made only in accordance with the provisions of such Israeli withholding certificate. For such purpose the Withholding Tax CertificateRuling and the Options Tax Ruling will be considered a valid withholding certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. If ParentTo the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. Notwithstanding anything to the contrary hereunder, each of the Parent, its Subsidiaries, Merger Sub, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee, the Paying Agent, the nominee company, the Stock Exchange clearinghouse and the Stock Exchange Agent members and any of their respective agents (each a “Payor”) shall be entitled to deduct and withhold or cause to be deducted and withheld from any consideration, or other amounts, payable or otherwise deliverable pursuant to, or in connection with, this Agreement (including the Merger Consideration and payments set forth in Section 2.8(c)) such amounts as the Payor reasonably determines are required to be deducted or withheld therefrom or in connection therewith under the Withholding Tax Ruling, if obtained within 180 days from Closing, the Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law. To the extent such amounts were so deducted or withheld, such amounts shall be (i) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid and (ii) timely remitted by each Payor to the applicable Governmental Authority in accordance with applicable Law. The Payor shall provide to each Person as soon as reasonably possible, in respect of which the deduction and withholding was made, with a document evidencing the amount so withheld and remitted to the applicable Governmental Authority with respect to the payment made to such Person. To the extent amounts were so deducted or withheld, the withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Notwithstanding the foregoing, if the Paying Agent provides Parent, prior to the Closing Date, with an undertaking as required under Section 6.2.4.3(c) of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) with respect to Israeli Tax, any consideration made payable under this Agreement at the Closing to each holder of Company Shares that holds Company Shares represented by Certificates directly and not through a nominee company (the “Certificated Shareholders”), shall be retained by the Paying Agent for the benefit of each such Certificated Shareholder for a period of up to 180 days from Closing or an earlier date required in writing by such Certificated Shareholder or as otherwise requested by the ITA (the “Withholding Drop Date”) during which time no Payor shall make any payments to any such Certificated Shareholder with respect to such Company Shares represented by Certificates or withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement Agreement, except as provided below (unless such amounts Payor is otherwise instructed explicitly by the ITA), and during which time each such Certificated Shareholder may obtain (or, if one already exists, present to the Paying Agent) a valid certificate, ruling or other written instructions issued by the ITA regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II or providing other instructions regarding such number payments or withholding, to the Parent’s reasonable satisfaction (the “Valid Certificate”). If a Certificated Shareholder of ADSs as they may be required to deduct and withhold from such payment or consideration under any applicable Tax LawsCompany Shares represented by Certificates delivers, including the ITO; provided, however, that if Parent, the Exchange Agent or the Surviving Corporation are provided at least no later than three (3) Business Days prior to the Withholding Drop Date a Valid Certificate to a Payor, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable Certificated Shareholder with respect to such payee hereunder, and the payment of the consideration or any portion thereofCompany Shares represented by Certificates, shall be made only in accordance with the provisions of such Israeli Tax Valid Certificate. If any Certificated Shareholder of Company Shares represented by Certificates (i) does not provide Payor with a Valid Certificate, by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request with Payor to release such Certificated Shareholder’s applicable consideration relevant to such Company Shares represented by Certificates prior to the Withholding Drop Date but fails to submit a Valid Certificate at or before such time, then the amount to be withheld from such consideration shall be calculated according to the applicable withholding rate under applicable Israeli Law as reasonably determined by the Parent. Such amount shall be delivered or caused to be delivered to the ITA by the relevant Payor. To the extent amounts were so deducted or withheld and remitted to the appropriate Governmental Authority, the Company, the Surviving Corporation withheld or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. ParentEach of the Exchange Agent, the Company, Parent and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from any payments consideration payable or consideration made otherwise deliverable pursuant to this Agreement to any holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option such amounts or such number of ADSs as they may be are required to deduct and withhold from such payment be deducted or consideration withheld therefrom under the Code or under any applicable Tax Lawsprovision of state, including the ITO; provided, however, that if Parent, the Exchange Agent local or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA foreign (including the Tax RulingsIsraeli) regarding the deduction tax law or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or under any other instructions regarding applicable legal requirement. To the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to extent such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration are so deducted or any portion thereof, shall be made only in accordance with the provisions of such Israeli Tax Certificate. If Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amountswithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect person to whom such amounts would otherwise have been paid, provided, however, that none of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, Parent or the Surviving Corporation shall be entitled to withhold any amounts pursuant to this Section 1.6(e) if the Exchange Agent, Parent or the Surviving Corporation has received prior to the issuance or distribution of any Parent Ordinary Shares pursuant to this Agreement, such certificates or forms as are sufficient, under applicable law, to establish that withholding is not required (together with a satisfactory supporting legal opinion, if the case may beExchange Agent, made Parent or the Surviving Corporation so requires) (with respect to Israeli withholding requirements a valid certificate of exemption from withholding with respect to services and assets will also be sufficient) or, if such deduction certificates or forms are received by Parent before the date on which amounts are payable to a holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option, then Parent shall withhold amounts consistent with such certificates or forms; provided, further, that the Exchange Agent, Parent or the Surviving Corporation agree that, before withholding and paying over any amounts to a taxing authority from any applicable jurisdiction with respect to a holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option (and delivering to such holder the balance of the portion of the Parent Ordinary Shares payable to such holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option pursuant to this Agreement), to the extent commercially practicable, Parent shall (or shall cause the Exchange Agent to) provide such holder or former holder with written notice and shall consult with such holder in order to minimize the amount of any such withholding. If the Exchange Agent, Parent or the Surviving Corporation so withholds amounts and pays them to applicable authorities, Parent shall furnish to the holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option documents evidencing such withholding.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, its Subsidiaries, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee and the Exchange Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options) or ‎Section 2.7(d) (Company RSUs)) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or consideration under any provision of applicable state, local, Israeli or foreign Tax Laws, including the ITOLaw; provided, however, that if Parentwith respect to withholding of Israeli Tax, in the Exchange Agent event any holder of record of Company Shares, Company Options or Company RSUs provides the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement Payor with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling withholding certificate issued by the ITA Israeli Tax Authority (including the Tax Rulings“ITA”) regarding the deduction withholding (or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “of Israeli Tax Certificate”) from any the consideration payable in respect thereof in accordance with this ‎Article II to such payee hereunderParent’s reasonable satisfaction, then the deduction and withholding (if any) of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable to such payee hereunderholder of record of Company Shares, and the payment of the consideration Company Options or any portion thereofCompany RSUs, as applicable, shall be made only in accordance with the provisions of such Israeli withholding certificate. For such purpose the Withholding Tax CertificateRuling and the Options Tax Ruling will be considered a valid withholding certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. If ParentTo the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. (a) Notwithstanding anything to the contrary hereunder, Parent, its Subsidiaries, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee, the Paying Agent and the Exchange Agent any other third-party paying agent (each a "Payor") shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 1.7(c) (Company Options) or Section 1.7(d) (Company RSUs)) and any consideration otherwise deliverable under this Agreement such amounts as of each of Parent, the Company, the Paying Agent or such number any of ADSs as they their Affiliates or agents determines it may be required to deduct be deducted and withhold from withheld with respect to the making of such payment or delivery of consideration under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Code, the Ordinance, or under any applicable provision of state, local, Israeli or other non-U.S. Tax Laws, including the ITOLaw; provided, however, that if Parentwith respect to withholding of Israeli Tax, in the Exchange Agent event any holder of record of Company Ordinary Shares, Company Options or Company RSUs provides the Surviving Corporation are provided Payor with a Valid Tax Certificate issued by the Israel Tax Authority (the "ITA") regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II, or other treatment with respect to Israeli Tax, at least three five (35) Business Days prior to any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunderAgreement, then the deduction and withholding (if any) of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable to such payee hereunderholder of record of Company Ordinary Shares, and the payment of the consideration Company Options or any portion thereofCompany RSUs, as applicable, shall be made only in accordance with the provisions of such Israeli Valid Tax Certificate. If ParentCertificate To the extent amounts are so withheld and paid over to the appropriate Governmental Entity, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. Each of the Paying Agent, Parent, the Company, Company and the Surviving Corporation and the Exchange Agent shall Company will be entitled to deduct and withhold from any payments or consideration made amounts payable pursuant to this Agreement such amounts or such number of ADSs as they may be are required to deduct and withhold from such payment be deducted or consideration withheld therefrom under the Code or any applicable state, local or non-U.S. Tax Laws, including the ITOLaw; provided, however, provided that if Parent, any amounts are deducted or withheld from the Exchange Per Share Price payable by Parent (or the Paying Agent or the Surviving Corporation are provided at least three (3Company) Business Days prior to any payment payable the holders of shares of Company Common Stock pursuant hereto, then, solely to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the extent such deduction or withholding of tax (including would not have applied had the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration or any portion thereof, shall be made only Merger been consummated in accordance with the provisions of such Israeli Tax Certificate. If ParentMerger Agreement without giving effect to this Amendment, the Companyaggregate consideration payable by Parent pursuant hereto shall be increased as necessary so that after such deduction or withholding has been made (including any deductions or withholdings applicable to additional sums payable under this clause) the holders of shares of Company Common Stock receive an amount per share equal to the Per Share Price as if no such deduction or withholding had been made. Subject to the proviso in the preceding sentence, to the Surviving Corporation extent that amounts are so deducted or withheld in accordance with the Exchange Agent, as preceding sentence and timely paid over to the case may be, deducts or withholds any such amountsappropriate Governmental Authority, such amounts shall will be treated for all purposes of this Agreement as having been paid to the Person in respect of whom which such deduction or withholding was made. To the knowledge of Parent, no amounts are expected to be deducted or withheld from the Company, Per Share Price payable by Parent (or the Paying Agent or the Surviving Corporation Company) to the holders of shares of Company Common Stock pursuant hereto that would not have been deducted or withheld had the Exchange Agent, as Merger been consummated in accordance with the case may be, made such deduction and withholdingMerger Agreement without giving effect to this Amendment.”

Required Withholding. (i) Notwithstanding anything to the contrary hereunder, each of Parent, its Subsidiaries, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee and the Exchange Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or consideration under any provision of applicable state, local, Israeli or non-Israeli Tax Laws, including the ITOLaw; provided, however, that if Parentwith respect to withholding of Israeli Tax, in the Exchange Agent event any holder of record of Company Shares or Company Options provides the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement Payor with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval certificate, ruling or ruling other written instructions issued by the ITA Israeli Tax Authority (including the Tax Rulings“ITA”) regarding the deduction withholding (or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II or any providing other instructions regarding such payments or withholding, to the payment of withholding) Parent’s reasonable satisfaction (the “Israeli Tax Valid Certificate”) from any consideration payable to such payee hereunder), then the deduction and withholding (if any) of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration, or the Option Consideration, as applicable, payable to such payee hereunderholder of record of Company Shares, and the payment of the consideration or any portion thereofCompany Options, as applicable, shall be made only in accordance with the provisions of such Israeli Tax Valid Certificate. If ParentFor such purpose the Withholding Tax Ruling and the Options Tax Ruling will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. To the Company, extent amounts are so withheld and paid over to the Surviving Corporation or appropriate Governmental Authority (i) the Exchange AgentPayor shall provide the affected Person, as soon as practicable (but no later than within fourteen (14) Business Days), with sufficient evidence regarding such withholding, and (ii) the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. Parent, Each of the CompanyPaying Agent, the Surviving Corporation and the Exchange Agent Parent shall be entitled to deduct and withhold from any payments consideration, or consideration made other amounts, payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Shares or Company Stock Options or any other Person such amounts or such number of ADSs as they may be are required to deduct and withhold from such payment be deducted or consideration withheld therefrom under any applicable Tax Laws, including the ITO; provided, however, that if Parent, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA Law (including the Ordinance and the regulations promulgated thereunder, the Israeli Income Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding Rulings or any other instructions regarding provision of Israeli Law, statute, regulation, administrative ruling, pronouncement or other authority or judicial opinion, as well as any withholding provision of the payment Internal Revenue Code of withholding) 1986 (the “Code”) and the Treasury Regulations promulgated thereunder); provided that no withholding under Israeli Tax Certificate”) Law will be made from any consideration payable hereunder to a holder of Company Shares to the extent that such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration or any portion thereof, shall be made only in accordance with the provisions of such Israeli Tax Certificate. If Parent, the Company, the Surviving Corporation holder has provided Parent or the Exchange Paying Agent, as the case may be, deducts prior to the time such payment or withholds delivery is made, with a valid exemption or ruling issued by the Israeli Tax Authority exempting the payment or delivery of the Merger Consideration to the relevant holder of Company Shares or Company Stock Options, or the other amounts payable or otherwise deliverable pursuant to this Agreement, from withholding Tax; provided, further, that with respect to any such amountswithholding under the Laws of the State of Israel, the Paying Agent, the Surviving Corporation and Parent shall act in accordance with the Withholding Ruling and/or the Section 102 Ruling, if obtained, provided that in no event shall Parent and/or Paying Agent be required to deliver consideration deliverable under this Agreement until the applicable tax is withheld by the Parent or the Paying Agent. To the extent amounts are deducted or withheld pursuant to this Section 2.4(f), such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid and such amounts shall be remitted to the applicable Governmental Entity in respect accordance with applicable Law and notice thereof shall be provided to the applicable holder of whom ParentCompany Shares. Any purported withholding of Taxes from payments or other deliveries made in accordance with the provisions of this Agreement, the Companyamount of which was forwarded to the relevant Governmental Entity, shall not be deemed a breach of this Agreement and the Surviving Corporation or amount so withheld shall be treated for all purposes under this Agreement as having been paid to the Exchange AgentPerson to whom such amounts would otherwise have been paid, as the case may be, made such deduction and withholding.notwithstanding that withholding of Taxes might have not been required. 15

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, its Subsidiaries, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee and the Exchange Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 2.7(c) (Company Options) or Section 2.7(d) (Company RSUs)) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or consideration under any provision of applicable state, local, Israeli or foreign Tax Laws, including the ITO; Law; provided, however, that if Parentwith respect to withholding of Israeli Tax, in the Exchange Agent event any holder of record of Company Shares, Company Options or Company RSUs provides the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement Payor with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling withholding certificate issued by the ITA Israeli Tax Authority (including the Tax Rulings“ITA”) regarding the deduction withholding (or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “of Israeli Tax Certificate”) from any the consideration payable in respect thereof in accordance with this Article II to such payee hereunderParent’s reasonable satisfaction, then the deduction and withholding (if any) of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable to such payee hereunderholder of record of Company Shares, and the payment of the consideration Company Options or any portion thereofCompany RSUs, as applicable, shall be made only in accordance with the provisions of such Israeli withholding certificate. For such purpose the Withholding Tax CertificateRuling and the Options Tax Ruling will be considered a valid withholding certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. If ParentTo the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. ParentThe Seller has obtained from the Israeli tax authority a withholding tax exemption with respect to “assets and services” according to Article 164 of the Israeli Tax Ordinance (a copy of such exemption is attached as Exhibit 2.9 hereto) and is seeking to obtain an additional withholding tax exemption applicable to the consideration payable or otherwise deliverable to Seller at the Closing pursuant to this Agreement. Assuming that all applicable withholding tax exemptions have been obtained and delivered to Buyer and Parent prior to closing, each of the transfer agent, Parent and Buyer (or any affiliate thereof) shall not deduct and/or withhold any amount from any consideration payable or otherwise deliverable pursuant to this Agreement to Seller at the Closing (e.g. $6,700,000 plus VAT). Prior to the payment of the Earnout Consideration or the Escrow Amount, the CompanySeller shall provide the Buyer with a valid exemption from the Israeli tax authority with respect to withholding tax of “assets and services” according to Article 164 of the Israeli Tax Ordinance. To the extent that any such exemptions described hereunder shall not be obtained prior to the Closing or the date of payment of the Earnout Consideration or the Escrow Amount, as applicable, the Surviving Corporation and the Exchange Agent transfer agent, Parent or Buyer (or any affiliate thereof) shall be entitled to deduct and or withhold from any payments or consideration made pursuant to this Agreement such amounts or such number of ADSs as they may be required to deduct and withhold from such payment or consideration under any applicable Tax Laws, including the ITO; provided, however, that if ParentAggregate Purchase Price, the Exchange Agent Earnout Consideration or the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement with what ParentEscrow Amount, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or as applicable, withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of the consideration or any portion thereof, shall be made only in accordance with Israeli law and thereafter shall provide the provisions Seller with the certificate of withholding. To the extent such Israeli Tax Certificate. If Parent, the Company, the Surviving Corporation amounts are so deducted or the Exchange Agent, as the case may be, deducts or withholds any such amountswithheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of person to whom Parentsuch amounts would otherwise have been paid. Buyer, the Company, the Surviving Corporation Parent or the Exchange Agent, as transfer agent shall provide to the case may be, made Seller documentation evidencing such deduction and or withholding.

Required Withholding. (i) Notwithstanding anything to the contrary hereunder, each of Parent, its Subsidiaries, the Company, its Subsidiaries, the Surviving Corporation Company, the 102 Trustee and the Exchange Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 2.7(c) (Company Options) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or consideration under any provision of applicable state, local, Israeli or non-Israeli Tax Laws, including the ITOLaw; provided, however, that if Parentwith respect to withholding of Israeli Tax, in the Exchange Agent event any holder of record of Company Shares or Company Options provides the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement Payor with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval certificate, ruling or ruling other written instructions issued by the ITA Israeli Tax Authority (including the Tax Rulings“ITA”) regarding the deduction withholding (or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II or any providing other instructions regarding such payments or withholding, to the payment of withholding) Parent’s reasonable satisfaction (the “Israeli Tax Valid Certificate”) from any consideration payable to such payee hereunder), then the deduction and withholding (if any) of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration, or the Option Consideration, as applicable, payable to such payee hereunderholder of record of Company Shares, and the payment of the consideration or any portion thereofCompany Options, as applicable, shall be made only in accordance with the provisions of such Israeli Tax Valid Certificate. If ParentFor such purpose the Withholding Tax Ruling and the Options Tax Ruling will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. To the Company, extent amounts are so withheld and paid over to the Surviving Corporation or appropriate Governmental Authority (i) the Exchange AgentPayor shall provide the affected Person, as soon as practicable (but no later than within fourteen (14) Business Days), with sufficient evidence regarding such withholding, and (ii) the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. ParentNotwithstanding anything to the contrary hereunder, Parent and its Affiliates, the Company, the Company Subsidiaries, the Surviving Corporation Company, the Section 102 Trustee and the Exchange Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 2.7(c) (Company Options)) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the United States Internal Revenue Code of 1986 (the “Code”), the Ordinance, or consideration under any provision of applicable state, local, Israeli or foreign Tax Laws, including the ITOLaw; provided, however, that if Parentwith respect to withholding of Israeli Tax, in the Exchange Agent event any holder of record of Company Shares or Company Options provides the Surviving Corporation are provided at least three (3) Business Days prior to any payment payable pursuant to this Agreement Payor with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling withholding certificate issued by the ITA (including the Tax Rulings) regarding the deduction withholding (or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “of Israeli Tax Certificate”) from any the consideration payable in respect thereof in accordance with this Article II, in each case, to such payee hereunderParent’s satisfaction, then the deduction and withholding (if any) of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration or the Option Consideration, as applicable, payable to such payee hereunderholder of record of Company Shares or Company Options, and the payment of the consideration or any portion thereofas applicable, shall be made only in accordance with the provisions of such Israeli Tax Certificatewithholding certificate. If ParentFor such purpose, the CompanyWithholding Tax Ruling and the Options Tax Ruling will be considered a valid withholding certificate; provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholdingwithholding was made.

Required Withholding. (a) Notwithstanding anything herein to the contrary, each of the Payment Agent, the Withholding Agent, the Section 102 Trustee, Parent, the Company, the Surviving Corporation Company, and the Exchange Agent shall their Affiliates (each, a “Payor”) will be entitled to deduct and withhold from any payments or consideration made amounts payable pursuant to this Agreement to any holder or former holder of Shares or Company Equity Awards, or any other applicable Person, such amounts or such number of ADSs as they may be the applicable Payor shall reasonably determine are required to deduct and withhold from such payment or consideration under any by applicable Tax LawsLaws to be deducted or withheld therefrom, including pursuant to the ITO; provided, however, that if ParentWithholding Tax Ruling, the Exchange Section 102 Tax Ruling or the Interim Section 102 Tax Ruling, in each case if obtained. To the extent that such amounts are so deducted, withheld and paid over to or deposited with the relevant Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The Parties herein intend to comply with Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Circular”), provided that an undertaking as required under Section 6.2.4.3 of the Circular shall be provided to Payor prior to the Closing Date, (a) the Parent shall not deduct or withhold any amount from the consideration transferred to the Payment Agent or the Surviving Corporation are Withholding Agent for the purposes of withholding Israeli taxes; and (b) the payment of any consideration under this Agreement to any holder of Shares (other than Section 102 Shares) shall be retained by the Payment Agent for the benefit of such holder for a period of up to one hundred eighty (180) days from the Closing Date or an earlier date required in writing by such holder or as otherwise requested by the ITA (the “Withholding Drop Date”) (during which time no amount shall be withheld from amounts paid to the Payment Agent, except as provided at least below or as requested in writing by the ITA) and during which time, such holder may obtain (or, if one already exists, present to the Payment Agent or the Withholding Agent) a Valid Withholding Certificate. If no later than three (3) Business Days prior to any payment payable pursuant the Withholding Drop Date a Valid Withholding Certificate is delivered to this Agreement with what Parent, the Exchange Payment Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by Withholding Agent, the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if any) of any amounts under the ITO, from the consideration payable to such payee hereunder, Payment Agent and the payment of the consideration or any portion thereof, Withholding Agent shall be made only act in accordance with the provisions of such Israeli Tax Valid Withholding Certificate, subject to any deduction and withholding as may be required to be deducted and withheld under any applicable Law. If Parentsuch holder (i) does not provide Payment Agent or the Withholding Agent with a Valid Withholding Certificate, by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request with Payment Agent or the Withholding Agent to release its portion of the consideration prior to the Withholding Drop Date and fails to submit a Valid Withholding Certificate at or before such time, then the amount to be withheld from such holder’s portion of the consideration shall be calculated according to the applicable withholding rate on the payment date. For the avoidance of doubt, it shall be clarified that if obtained, the Company, Parties shall act in accordance with the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such amounts shall be treated for all purposes as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholdingWithholding Tax Ruling.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, its Subsidiaries, the Company, its Subsidiaries, the Surviving Corporation and Company, the Exchange 102 Trustee, the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payments or consideration payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to Section 2.7(c) (Company Options) such amounts or such number of ADSs as they may be required to deduct be deducted and withhold from withheld with respect to the making of such payment under the Withholding Tax Ruling, a Valid Certificate (as defined below), the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance, or consideration under any applicable provision of state, local, Israeli or foreign Tax Laws, including the ITOLaw; provided, however, that if Parentwith respect to withholding of Israeli Tax, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior any payment made pursuant to this Agreement to any holder of Company Shares shall be retained by Payor for the benefit of each such holder of Company Shares for a period of one hundred and eighty (180) days from the applicable payment date or an earlier date required in writing by such holder of Company Shares or by the ITA (the "Withholding Drop Date") (during which time Payor shall not make any payments to any holder of Company Shares and shall not withhold any amounts of Israeli Taxes from such payments payable pursuant to this Agreement with what ParentAgreement, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be except as provided below), and during which time each holder of Company Shares may obtain a valid approval withholding certificate or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such payee hereunder, then the withholding (if anyor exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this Article II to Parent’s reasonable satisfaction (such certificate, a “Valid Certificate”). In the event any holder of Company Shares provides the Payor with a Valid Certificate prior to the Withholding Drop Date then the deduction and withholding of any amounts under the ITOOrdinance or any other provision of Israeli Law or requirement, if any, from the consideration Merger Consideration payable to such payee hereunder, and the payment holder of the consideration or any portion thereof, Company Shares shall be made only in accordance with the provisions of such Israeli Tax Valid Certificate, and the balance of the payment that is not withheld shall be paid to such holder of Company Shares. If any holder of Company Shares (i) does not provide Payor with a Valid Certificate prior to the Withholding Drop Date, or (ii) submits a written request with Payor to release his, her or its portion of the payment prior to the Withholding Drop Date, then the amount to be withheld from such portion of the holder of Company Shares in the applicable payment shall be calculated according to the applicable withholding rate as reasonably determined by Parent, which amount shall be increased by the Companyinterest plus linkage differences as defined in Section 159A of the Ordinance for the time period between the fifteenth (15th) calendar day of the month following the month during which the Closing Date occurs and the time the relevant payment is made, and calculated in NIS based on the higher of (A) the U.S. dollars to NIS exchange rate at the Closing Date and (B) the U.S. dollars to NIS exchange rate at the time the relevant payment is made. For such purpose the Withholding Tax Ruling will be considered a Valid Certificate, provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join such applicable ruling. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the Surviving Corporation or the Exchange Agent, as the case may be, deducts or withholds any such amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made which such deduction and withholding was made. If a Payor so deducts or withholds amounts and pays them to the appropriate Governmental Authority, the Payor shall furnish the holder of record of Company Shares or Company Options with respect to whom such amounts so deducted or withheld with documents evidencing such deduction or withholding.